FORWARDING LOOKING STATEMENTS & NON-GAAP MEASURES This presentation and the accompanying oral commentary contain “forward-looking” statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements include information concerning our possible or assumed future results of operations and financial performance, business strategies, potential growth opportunities and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “might, ”approximately,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or other similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important risk factors including, but not limited to, risks associated with anticipated growth in our addressable market; our potential market opportunity; competitive factors, our ability to build and expand our sales efforts, risks associated with international operations and general economic and industry conditions are described more fully in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, which was filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2017 and other documents filed with the SEC and could cause actual results to vary from expectations. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this presentation. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. This presentation includes certain non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As required by Regulation G, we have provided a reconciliation of those measures to the most directly comparable GAAP measures, which is available in the appendix. 2

SOFTWARE PEOPLE SMARTER

that makes

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PRODUCT OVERVIEW VIDEO

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$73M$113M

$152M

$213M

$19M

$32M

$52M

$76M

$92M

$145M

$204M

$289M

2013 2014 2015 2016

$26.1M

$44.4M

$73.2M

$110.9M

2013 2014 2015 2016

+70%

+65%

+51%

100% native cloud

1As of September 30, 2017

>100% retention revenue

THE INSTRUCTURE STORY High Growth Subscription Revenue

>3,000 customers in 50 countries1

Recurring (2016 ~88%)

Non-recurring (2016 ~12%)

5

Deferred Revenue

Backlog

Backlog & Deferred Revenue 2017 Total Addressable Market

$7.7 Billion

Headquartered in Salt Lake City with 1,000+ employees worldwide

Flagship products Canvas & Bridge

EDU

CORP

90% Customer Support Satisfaction

Offices in London, Sydney, Hong Kong, Brazil

BUILDING SUPERIOR SOFTWARE THAT MEETS EVOLVING CONSUMER DEMAND

Consumerized Collaborative

Mobile Engaging

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SUBSTANTIAL MARKET OPPORTUNITY With Numerous Adjacencies

2016

2018

Learning Management Performance Management

Workforce Management Compensation Management Recruiting

$9.1 Billion3

$5.1 Billion4

$5.1 Billion1

$5.5 Billion2

1 Learning Management System Market. Source: MarketsandMarkets, October 2013. 2 Represents market opportunity for Performance Management, Workforce Management, Recruiting and Compensation Management. Source: IDC, June 2015. 3 Learning Management System Market. Source: MarketsandMarkets, October 2013, plus Performance Management Market. Source: IDC, June 2015. 4 Represents market opportunity for Workforce Management, Recruiting and Compensation Management. Source: IDC, June 2015. These additional markets may present opportunities for Instructure.

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Learning Management

Performance Management Workforce Management Compensation Management Recruiting

WE ARE THE CENTER OF THE LEARNING ECOSYSTEM

Corporations Schools

Information Systems/Analytics Content Applications

LEARNING MANAGEMENT SYSTEMS

Instructors Learners

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OVER 3,000 CUSTOMERS ACROSS CATEGORIES

Hig

her E

d K

– 1

2 In

tern

atio

nal

Cor

pora

te

Used by 7 Ivy League

Schools

Used by K-12 Schools in 49 States

Serving 50+

Countries

Rapid Adoption

Since 2015

1As of September 30, 2017.

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1

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BRIDGE

CANVAS INTERNATIONAL

CANVAS K-12

CANVAS HIGHER ED

GROWTH STRATEGY OFFERS CONTINUED REVENUE STREAMS New Products + New Markets = Expanded TAM

2011 2012 2013 2014 2015 2016 2017

GROWTH STRATEGY OFFERS CONTINUED REVENUE STREAMS

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BRIDGE

CANVAS INTERNATIONAL

CANVAS K-12

CANVAS HIGHER ED

NEW PRODUCTS

New Products + New Markets = Expanded TAM

2011 2012 2013 2014 2015 2016 2017 & Beyond…

INSIDE INSTRUCTURE

POWERFUL MISSION OPEN CULTURE CUTTING EDGE TECH

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CUSTOMER CONFERENCE

INNOVATIVE MANAGEMENT

Josh Coates EMC Corp • Mozy.com • Scale Eight CEO

Steve Kaminsky Radisphere • TriZetto • Ernst & Young • McDonald’s Corporation

CFO

SVP People and Places Jeff Weber

Ancestry • The Russell Group • Shell Oil Company

FamilySearch • Microsoft

David Burggraaf SVP Engineering

Vmware • InfoTrax Systems • GE

Mitch Macfarlane COO

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Matt Kaminer Collective • Epocrates • MediMedia USA • WebMD

SVP General Counsel and Secretary

FINANCIAL HIGHLIGHTS

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Attractive Long Range Model

Strong Unit Economics

Investing for Continued Growth

Enhanced Visibility Through Multi-Year Contracts

Solid Revenue Growth

$44.4M

$73.2M

$110.9M$115.0M

2014 2015 2016 YTD

+65%

+51%

Revenue Growth

REVENUE & PROFITABILITY HISTORY 2014 – Q3 2017

1Non-GAAP gross margin is before stock-based compensation and payroll tax expense on secondary stock purchase transactions. 2Operating loss before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles

67% 68%71% 72%

2014 2015 2016 YTD

Non-GAAP Gross Margin1

(66%)

(57%)

(39%)

(24%)

2014 2015 2016 YTD

($29M) ($41M)($43M)

($27M)

Non-GAAP Operating Loss as a % of Revenue2

15

Recurring (2016 ~88%)

Non-recurring (2016 ~12%)

$32M

$52M

$76M

Dec-31-2014 Dec-31-2015 Dec-31-2016

ENHANCED VISIBILITY INTO FUTURE PERIODS 2014 – 2016 Deferred Revenue

$113M

$152M

$213M

Dec-31-2014 Dec-31-2015 Dec-31-2016

Backlog1

1Backlog represents future non-cancellable amounts to be invoiced under our agreements.

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72% 71%

60%

52%

2014 2015 2016 YTD

Non-GAAP Sales and Marketing1

(% of Revenue)

INVESTING FOR GROWTH

1Non-GAAP Sales and Marketing, Research and Development and General and Administration expenses are before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles.

38%

31%29%

27%

2014 2015 2016 YTD

Non-GAAP Research and Development1

(% of Revenue)

23%

22%

21%

17%

2014 2015 2016 YTD

Non-GAAP General and Administration1

(% of Revenue)

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SEASONALLY STRONG Q3 LEADS TO RAPIDLY EXPANDING FCF

Non-GAAP Gross Margin2 %

1Free cash flow is a Non-GAAP measure and is derived by netting operating cash flow with the purchase of PP&E and intangibles, and proceeds from disposal of PP&E.

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1

$18.4M

($14.5M)

($21.3M)

($10.8M)

$20.1M

($17.3M)

($31.2M)

($15.7M)

$39.7M

Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17 Q2-17 Q3-17

HIGH CUSTOMER LIFETIME VALUE C

umul

ativ

e C

ontr

ibut

ion

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Lifetime Customer Acquisition Costs

Breakeven

Customer Lifetime Value

ACQUIRE RETAIN RENEW

55%67% 65% 66% 61%

-111%2011 2012 2013 2014 2015 2016

CustomerStartDate

CM%

STRONG FOUNDATION FOR BUILDING TOWARD PROFITABILITY 2016 Contribution Margin1 by customer cohort; based on Full Year 2016 revenue and expenses

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1Defined as gross margin less sales, direct marketing and account management expense. 2Lower primarily due to early adopter pricing. 3Lower primarily due to cost of services completed in 2016 for late 2015 customers. 41st year cost (2016) includes customer acquisition and implementation

2 3 4

LONG-RANGE MODEL

2013 2014 2015 2016 Long-Term

Target

1Non-GAAP cost of revenue is before stock-based compensation and payroll tax expense on secondary stock purchase transactions. 2Non-GAAP operating expenses are before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles. 21

Revenue 100% 100% 100% 100% 100%

CostofRevenue1

41% 33% 32% 29% ~25%

Non-GAAPGrossMargin

59% 67% 68% 71% ~75%

S&M2 72% 72% 71% 60% 26-28%

R&D2 36% 38% 31% 29% 15-17%

G&A2 19% 23% 22% 21% 9-10%

Non-GAAPOperatingIncome/Loss

(68%) (66%) (57%) (39%) 20-25%

INVESTMENT HIGHLIGHTS

Rapid and Widespread Customer Adoption

Substantial Market Opportunity

Native, Cloud-Based Platform

Focused on User-Experience and Simplicity

Solid Revenue Growth

Enhanced Visibility Through Multi-Year

Contracts

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Net Revenue Retention

Greater than 100%1

1 Net revenue retention rate is calculated by dividing the total revenue obtained from a particular customer in a given month by the total revenue from that customer from the same month in the immediately preceding year.

APPENDIX

Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17

Revenue $20.9M $21.8M $23.3M $25.9M $30.1M $31.5M $34.0M $38.0M $42.9MYoY% 68% 59% 59% 63% 44% 45% 46% 47% 42%

CostofSales $6.8 $6.8 $7.3 $7.6 $8.6 $9.1 $9.6 $11.0 $12.5

GrossProfit $14.1M $15.0M $16.0M $18.3M $21.5M $22.4M $24.4M $27.1M $30.5MGM% 67% 69% 68% 71% 71% 71% 72% 71% 71%

S&M $13.2 $15.2 $16.2 $18.0 $17.8 $18.0 $19.0 $21.3 $22.1%ofRev 63% 70% 69% 70% 59% 57% 56% 56% 52%

R&D $6.5 $6.7 $7.8 $8.7 $9.3 $10.1 $11.2 $11.1 $12.6%ofRev 31% 31% 33% 34% 31% 32% 33% 29% 29%

G&A $4.5 $5.0 $5.7 $6.0 $6.7 $7.1 $7.0 $7.6 $8.3%ofRev 22% 23% 25% 23% 22% 23% 21% 20% 19%

OPEX $24.2M $26.9M $29.7M $32.8M $33.8M $35.3M $37.2M $40.0M $43.0M%ofRev 116% 123% 127% 127% 112% 112% 109% 105% 100%

OperatingLoss ($10.1M) ($11.9M) ($13.8M) ($14.5M) ($12.3M) ($12.8M) ($12.8M) ($12.9M) ($12.6M)%ofRev (48%) (55%) (59%) (56%) (41%) (41%) (38%) (34%) (29%)

Warrantliabilityexpense ($0.0) ($0.1) $0.1 $0.0 ($0.0) $0.0 ($0.0) ($0.1) ($0.0)OtherIncome/Expense ($0.1) ($0.0) ($0.0) ($0.0) ($0.0) ($0.0) $0.1 $0.1 $0.3

Lossbeforeincometaxes ($10.2M) ($12.0M) ($13.7M) ($14.5M) ($12.3M) ($12.9M) ($12.7M) ($12.9M) ($12.3M)Incometaxes ($0.0) ($0.1) ($0.0) ($0.1) ($0.0) ($0.1) ($0.0) ($0.1) ($0.1)

NetLoss ($10.2M) ($12.1M) ($13.7M) ($14.6M) ($12.3M) ($12.9M) ($12.7M) ($13.0M) ($12.4M)%ofRev (49%) (56%) (59%) (56%) (41%) (41%) (37%) (34%) (29%)

GAAP INCOME STATEMENT

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Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17

Revenue $20.9M $21.8M $23.3M $25.9M $30.1M $31.5M $34.0M $38.0M $42.9MYoY% 68% 59% 59% 63% 44% 45% 46% 47% 42%

CostofSales $6.7 $6.7 $7.2 $7.4 $8.4 $8.9 $9.4 $10.6 $12.1

GrossProfit $14.2M $15.1M $16.1M $18.5M $21.8M $22.7M $24.6M $27.4M $30.9MGM% 68% 69% 69% 72% 72% 72% 72% 72% 72%

S&M $12.8 $14.7 $15.5 $17.3 $17.0 $17.2 $18.0 $20.4 $20.9%ofRev 61% 67% 67% 67% 56% 54% 53% 54% 49%

R&D $6.2 $6.2 $7.0 $7.9 $8.3 $9.0 $10.0 $9.8 $10.9%ofRev 30% 28% 30% 30% 27% 29% 29% 26% 25%

G&A $4.3 $4.6 $5.1 $5.4 $5.9 $6.3 $6.0 $6.6 $7.3%ofRev 20% 21% 22% 21% 20% 20% 18% 17% 17%

OPEX $23.3M $25.5M $27.7M $30.6M $31.2M $32.5M $34.0M $36.8M $39.1M%ofRev 111% 117% 119% 118% 104% 103% 100% 97% 91%

OperatingLoss ($9.1M) ($10.4M) ($11.5M) ($12.1M) ($9.5M) ($9.9M) ($9.4M) ($9.4M) ($8.3M)%ofRev (43%) (48%) (49%) (47%) (31%) (31%) (28%) (25%) (19%)

NetLoss ($9.2M) ($10.5M) ($11.6M) ($12.1M) ($9.5M) ($10.0M) ($9.4M) ($9.4M) ($8.1M)%ofRev (44%) (48%) (50%) (47%) (32%) (32%) (28%) (25%) (19%)

NON GAAP INCOME STATEMENT

Non GAAP Net Operating Loss excludes change in fair value warrant liability.

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2013 2014 2015 2016 YTDGAAPOperatingLoss ($21.8M) ($38.7M) ($52.0M) ($53.4M) ($38.3M)

AmortizationofAcquisitionRelatedIntangiblesCostofSales $- $- $- $- $-S&M - - - - -R&D - 0.0 0.0 0.0 -G&A - - - - -Total - $0.0M $0.0M $0.0M -

StockCompensationExpenseCostofSales $0.0M $0.3M $0.3M $1.0M $1.0MS&M 1.6 2.9 1.2 3.0 3.4R&D 1.6 4.0 1.4 3.9 4.4G&A 0.4 1.1 6.3 2.8 3.0Total $3.6M $8.2M $9.2M $10.7M $11.7M

PayrollTaxonSecondaryStockPurchaseCostofSales $- $0.0M $- $- $-S&M 0.3 0.5 - (0.1) (0.3)R&D 0.3 0.7 - (0.1) (0.3)G&A - 0.1 1.3 (0.1) (0.0)Total $0.5M $1.2M $1.3M ($0.2M) ($0.5M)

NonGAAPOperatingLoss ($17.7M) ($29.3M) ($41.4M) ($42.9M) ($27.1M)

GAAP TO NON-GAAP RECONCILIATION

26

2013 2014 2015 2016 YTDRevenue $26.1M $44.4M $73.2M $110.9M $115.0M

GAAPGrossMargin $15.4M $29.2M $49.1M $78.1M $81.9MAmortizationofAcquisitionRelatedIntangibles - - - - -StockCompensationExpense 0.0 0.3 0.3 1.0 1.0PayrollTaxonSecondaryStockPurchase - 0.0 - - -

NonGAAPGrossMargin $15.5M $29.6M $49.5M $79.1M $82.8MNonGAAPGrossMargin% 59% 67% 68% 71% 72%

GAAPSales&Marketing $20.7M $35.4M $53.5M $70.0M $62.4MAmortizationofAcquisitionRelatedIntangibles - - - - -StockCompensationExpense 1.6 2.9 1.2 3.0 3.4PayrollTaxonSecondaryStockPurchase 0.3 0.5 - (0.1) (0.3)

NonGAAPSales&Marketing $18.8M $32.1M $52.2M $67.0M $59.3MNonGAAPSales&Marketing% 72% 72% 71% 60% 52%

GAAPResearch&Development $11.2M $21.3M $24.2M $36.0M $34.8MAmortizationofAcquisitionRelatedIntangibles - 0.0 0.0 0.0 -StockCompensationExpense 1.6 4.0 1.4 3.9 4.4PayrollTaxonSecondaryStockPurchase 0.3 0.7 - (0.1) (0.3)

NonGAAPResearch&Development $9.4M $16.7M $22.7M $32.2M $30.7MNonGAAPResearch&Development% 36% 38% 31% 29% 27%

GAAPGeneral&Administrative $5.3M $11.3M $23.5M $25.5M $22.9MAmortizationofAcquisitionRelatedIntangibles - - - - -StockCompensationExpense 0.4 1.1 6.3 2.8 3.0PayrollTaxonSecondaryStockPurchase - 0.1 1.3 (0.1) (0.0)

NonGAAPGeneral&Administrative $4.9M $10.1M $15.9M $22.8M $20.0MNonGAAPGeneral&Administrative% 19% 23% 22% 21% 17%

GAAP TO NON-GAAP RECONCILIATION

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Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17

NetCashProvidedbyOperatingActivities

$19.7M ($12.3M) ($18.9M) ($9.5M) $21.7M ($14.9M) ($27.7M) ($11.9M) $43.6M

PurchaseofPP&E&Intangibles,NetofDisposals

($1.3) ($2.2) ($2.4) ($1.3) ($1.5) ($2.5) ($3.4) ($3.8) ($3.9)

FreeCashFlow $18.4M ($14.5M) ($21.3M) ($10.8M) $20.1M ($17.3M) ($31.2M) ($15.7M) $39.7M

FREE CASH FLOW RECONCILIATION

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