FORWARDING LOOKING STATEMENTS & NON-GAAP MEASURESThis 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 byterms 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, risksassociated with anticipated growth in our addressable market; our potential market opportunity; competitive factors, our abilityto build and expand our sales efforts, risks associated with international operations and general economic and industry conditions are described more fully in the Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the Securities and Exchange Commission (the “SEC”) on February 10, 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.

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SOFTWAREPEOPLE 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 December 31, 2016

>100% retention revenue

THE INSTRUCTURE STORYHigh Growth Subscription Revenue

>2,000 customers in 40 countries1

Recurring (2016 ~88%)

Non-recurring (2016 ~12%)

5

Deferred Revenue

Backlog

Backlog & Deferred Revenue 2017 Total Addressable Market

$6.4 Billion

Headquartered in Salt Lake Citywith 900+ employees worldwide

Flagship products Canvas & Bridge

EDU

CORP

92% 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 OPPORTUNITYWith Numerous Adjacencies

2016

2018

Learning Management

Performance ManagementWorkforce ManagementRecruitingCompensation Management

$7.8 Billion1

$6.4 Billion2

$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. These additional markets may present opportunities for Instructure.

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WE ARE THE CENTER OFTHE LEARNING ECOSYSTEM

Corporations Schools

Information Systems/AnalyticsContent Applications

LEARNING MANAGEMENT SYSTEMS

Instructors Learners

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OVER 2,000 CUSTOMERSACROSS CATEGORIES

Hig

her E

dK

–12

Inte

rnat

iona

lC

orpo

rate

City Universityof Hong Kong

Used by 7Ivy League

Schools

Used by K-12 Schools in 49 States

Serving40+

Countries

Rapid Adoption

Since 2015

1As of May 4th, 2016.

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1

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BRIDGE

CANVAS INTERNATIONAL

CANVAS K-12

CANVAS HIGHER ED

GROWTH STRATEGY OFFERSCONTINUED REVENUE STREAMSNew Products + New Markets = Expanded TAM

2011 2012 2013 2014 2015 2016 2017

GROWTH STRATEGY OFFERSCONTINUED REVENUE STREAMS

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BRIDGE

CANVAS INTERNATIONAL

CANVAS K-12

CANVAS HIGHER ED

NEWPRODUCTS

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 CoatesEMC Corp • Mozy.com • Scale EightCEO

Steve KaminskyRadisphere • TriZetto • Ernst & Young • McDonald’s Corporation

CFO

SVP People and PlacesJeff WeberAncestry • The Russell Group •Shell Oil Company

FamilySearch • Microsoft

David BurggraafSVP Engineering

Vmware • InfoTrax Systems • GE

Mitch MacfarlaneCOO

Marc Maloy

HireRight • CerticoEVP Worldwide Sales

Misty Frost

Datamark • Critical Mass • Sumus Interactive• Dahlin Smith White

SVP Marketing

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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 RevenueGrowth

$26.1M

$44.4M

$73.2M

$110.9M

2013 2014 2015 2016

+70%

+65%

+51%

Revenue Growth

REVENUE & PROFITABILITY HISTORY2013 – 2016

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

59%

67% 68%71%

2013 2014 2015 2016

Non-GAAP Gross Margin1

(68%) (66%)

(57%)

(39%)

2013 2014 2015 2016

($18M) ($29M)($41M)

($43M)

Non-GAAP Operating Loss as a % of Revenue2

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Recurring (2016 ~88%)

Non-recurring (2016 ~12%)

$32M

$52M

$76M

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

ENHANCED VISIBILITY INTO FUTURE PERIODS2014 – 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% 72% 71%

60%

2013 2014 2015 2016

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.

36%38%

31%29%

2013 2014 2015 2016

Non-GAAP Research and Development1

(% of Revenue)

19%

23%

22%

21%

2013 2014 2015 2016

Non-GAAP General and Administration1

(% of Revenue)

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SEASONALLY STRONG Q3LEADS 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 capital expenditures and proceeds from disposal of property and equipment.

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1

($14.5M) ($14.8M) ($15.0M)

$18.4M

($14.5M)

($21.3M)

($10.8M)

$20.1M

($17.3M)

Q4-14 Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16

HIGH CUSTOMER LIFETIME VALUEC

umul

ativ

e C

ontr

ibut

ion

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LifetimeCustomer Acquisition Costs

Breakeven

Customer Lifetime Value

ACQUIRE RETAIN RENEW

55%67% 65% 66% 61%

-111%2011 2012 2013 2014 2015 2016

Customer Start Date

CM %

STRONG FOUNDATION FORBUILDING TOWARD PROFITABILITY2016 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 2016Long-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.

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Revenue 100% 100% 100% 100% 100%

Cost of Revenue1 41% 33% 32% 29% ~25%

Non-GAAP Gross Margin

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-GAAP Operating Income/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

SolidRevenueGrowth

Enhanced Visibility Through Multi-Year

Contracts

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Net RevenueRetention

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

Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16

Revenue $13.7M $14.6M $15.9M $20.9M $21.8M $23.3M $25.9M $30.1M $31.5MYoY% 67% 70% 66% 68% 59% 59% 63% 44% 45%

Cost of Sales $4.8 $4.9 $5.5 $6.8 $6.8 $7.3 $7.6 $8.6 $9.1

Gross Profit $8.9M $9.7M $10.3M $14.1M $15.0M $16.0M $18.3M $21.5M $22.4MGM% 65% 66% 65% 67% 69% 68% 71% 71% 71%

S&M $13.1 $11.1 $14.1 $13.2 $15.2 $16.2 $18.0 $17.8 $18.0% of Rev 95% 76% 88% 63% 70% 69% 70% 59% 57%

R&D $9.1 $5.3 $5.6 $6.5 $6.7 $7.8 $8.7 $9.3 $10.1% of Rev 66% 36% 36% 31% 31% 33% 34% 31% 32%

G&A $4.4 $10.0 $3.9 $4.5 $5.0 $5.7 $6.0 $6.7 $7.1% of Rev 32% 69% 25% 22% 23% 25% 23% 22% 23%

OPEX $26.5M $26.4M $23.6M $24.2M $26.9M $29.7M $32.8M $33.8M $35.3M% of Rev 193% 180% 149% 116% 123% 127% 127% 112% 112%

Operating Loss ($17.6M) ($16.7M) ($13.3M) ($10.1M) ($11.9M) ($13.8M) ($14.5M) ($12.3M) ($12.8M)% of Rev (128%) (114%) (84%) (48%) (55%) (59%) (56%) (41%) (41%)

Warrant liability expense ($0.3) ($0.5) ($0.0) ($0.0) ($0.1) $0.1 $0.0 ($0.0) $0.0Other Income/Expense ($0.1) ($0.1) ($0.0) ($0.1) ($0.0) ($0.0) ($0.0) ($0.0) ($0.0)

Loss before income taxes ($18.0M) ($17.3M) ($13.3M) ($10.2M) ($12.0M) ($13.7M) ($14.5M) ($12.3M) ($12.9M)Income taxes ($0.1) $0.0 ($0.0) ($0.0) ($0.1) ($0.0) ($0.1) ($0.0) ($0.1)

Net Loss ($18.0M) ($17.3M) ($13.3M) ($10.2M) ($12.1M) ($13.7M) ($14.6M) ($12.3M) ($12.9M)% of Rev (131%) (118%) (84%) (49%) (56%) (59%) (56%) (41%) (41%)

GAAP INCOME STATEMENT

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Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16

Revenue $13.7M $14.6M $15.9M $20.9M $21.8M $23.3M $25.9M $30.1M $31.5MYoY% 67% 70% 66% 68% 59% 59% 63% 44% 45%

Cost of Sales $4.5 $4.9 $5.5 $6.7 $6.7 $7.2 $7.4 $8.4 $8.9

Gross Profit $9.2M $9.8M $10.4M $14.2M $15.1M $16.1M $18.5M $21.8M $22.7MGM% 67% 67% 66% 68% 69% 69% 72% 72% 72%

S&M $9.9 $10.9 $13.8 $12.8 $14.7 $15.5 $17.3 $17.0 $17.2% of Rev 72% 75% 87% 61% 67% 67% 67% 56% 54%

R&D $4.8 $5.0 $5.4 $6.2 $6.2 $7.0 $7.9 $8.3 $9.0% of Rev 35% 34% 34% 30% 28% 30% 30% 27% 29%

G&A $3.6 $3.3 $3.8 $4.3 $4.6 $5.1 $5.4 $5.9 $6.3% of Rev 26% 22% 24% 20% 21% 22% 21% 20% 20%

OPEX $18.2M $19.2M $22.9M $23.3M $25.5M $27.7M $30.6M $31.2M $32.5M% of Rev 133% 131% 144% 111% 117% 119% 118% 104% 103%

Operating Loss ($9.0M) ($9.4M) ($12.5M) ($9.1M) ($10.4M) ($11.5M) ($12.1M) ($9.5M) ($9.9M)% of Rev (66%) (64%) (79%) (43%) (48%) (49%) (47%) (31%) (31%)

Net Loss ($9.2M) ($9.6M) ($12.5M) ($9.2M) ($10.5M) ($11.6M) ($12.1M) ($9.5M) ($10.0M)% of Rev (67%) (65%) (79%) (44%) (48%) (50%) (47%) (32%) (32%)

NON GAAP INCOME STATEMENT

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

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2012 2013 2014 2015 2016GAAP Operating Loss ($18.3M) ($21.8M) ($38.7M) ($52.0M) ($53.4M)

Amortization of Acquisition Related IntangiblesCost of Sales $- $- $- $- $-S&M - - - - -R&D - - 0.0 0.0 0.0G&A - - - - -Total - - $0.0M $0.0M $0.0M

Stock Compensation ExpenseCost of Sales $0.0M $0.0M $0.3M $0.3M $1.0MS&M 0.5 1.6 2.9 1.2 3.0R&D 0.4 1.6 4.0 1.4 3.9G&A 0.9 0.4 1.1 6.3 2.8Total $1.8M $3.6M $8.2M $9.2M $10.7M

Payroll Tax on Secondary Stock PurchaseCost of Sales $- $- $0.0M $- $-S&M 0.1 0.3 0.5 - (0.1)R&D 0.1 0.3 0.7 - (0.1)G&A 0.1 - 0.1 1.3 (0.1)Total $0.2M $0.5M $1.2M $1.3M ($0.2M)

Non GAAP Operating ($16.3M) ($17.7M) ($29.3M) ($41.4M) ($42.9M)

GAAP TO NON-GAAP RECONCILIATION

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2012 2013 2014 2015 2016Revenue $8.8M $26.1M $44.4M $73.2M $110.9M

GAAP Gross Margin $1.7M $15.4M $29.2M $49.1M $78.1MAmortization of Acquisition Related Intangibles - - - - -Stock Compensation Expense 0.0 0.0 0.3 0.3 1.0Payroll Tax on Secondary Stock Purchase - - 0.0 - -

Non GAAP Gross Margin $1.7M $15.5M $29.6M $49.5M $79.1MNon GAAP Gross Margin% 19% 59% 67% 68% 71%

GAAP Sales & Marketing $11.9M $20.7M $35.4M $53.5M $70.0MAmortization of Acquisition Related Intangibles - - - - -Stock Compensation Expense 0.5 1.6 2.9 1.2 3.0Payroll Tax on Secondary Stock Purchase 0.1 0.3 0.5 - (0.1)

Non GAAP Sales & Marketing $11.4M $18.8M $32.1M $52.2M $67.0MNon GAAP Sales & Marketing % 130% 72% 72% 71% 60%

GAAP Research & Development $4.7M $11.2M $21.3M $24.2M $36.0MAmortization of Acquisition Related Intangibles - - 0.0 0.0 0.0Stock Compensation Expense 0.4 1.6 4.0 1.4 3.9Payroll Tax on Secondary Stock Purchase 0.1 0.3 0.7 - (0.1)

Non GAAP Research & Development $4.2M $9.4M $16.7M $22.7M $32.2MNon GAAP Research & Development % 48% 36% 38% 31% 29%

GAAP General & Administrative $3.4M $5.3M $11.3M $23.5M $25.5MAmortization of Acquisition Related Intangibles - - - - -Stock Compensation Expense 0.9 0.4 1.1 6.3 2.8Payroll Tax on Secondary Stock Purchase 0.1 - 0.1 1.3 (0.1)

Non GAAP General & Administrative $2.4M $4.9M $10.1M $15.9M $22.8MNon GAAP General & Administrative % 27% 19% 23% 22% 21%

GAAP TO NON-GAAP RECONCILIATION

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Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16

Net Cash Provided by Operating Activities

($13.9M) ($13.9M) ($12.8M) $19.7M ($12.3M) ($18.9M) ($9.5M) $21.7M ($14.9M)

Purchase of PP&E & Intangibles, Net of Disposals

($0.6) ($0.9) ($2.2) ($1.3) ($2.2) ($2.4) ($1.3) ($1.5) ($2.5)

Free Cash Flow ($14.5M) ($14.8M) ($15.0M) $18.4M ($14.5M) ($21.3M) ($10.8M) $20.1M ($17.3M)

FREE CASH FLOW RECONCILIATION

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