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 June 30, 2016, which was filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2016 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

3

PRODUCT OVERVIEW VIDEO

4

100% native cloud

1As of June 30, 2016

>100% retention revenue

THE INSTRUCTURE STORY High Growth Subscription Revenue

>2,000 customers in 40 countries1

Recurring (2015 ~85%)

Non-recurring (2015 ~15%)

2014 2013 2012 2015

5

Deferred Revenue

Backlog

Backlog & Deferred Revenue 2016 Total Addressable Market

$92M

$203M

$145M

2014 2013 2015 $5.1 Billion

Headquartered in Salt Lake City with 800 employees worldwide

Flagship products Canvas & Bridge

$8.8M

+197%

$26.1M

+70%

+65%

$44.4M

$73.2M

EDU

CORP

$32M

$113M

$52M

$151M

$73M

$19M

94% Customer Support Satisfaction

Offices in London, Sydney, Hong Kong, Brazil

BUILDING SUPERIOR SOFTWARE THAT MEETS EVOLVING CONSUMER DEMAND

Consumerized Collaborative

Mobile Engaging

6

SUBSTANTIAL MARKET OPPORTUNITY With Numerous Adjacencies

2016

2018

Learning Management

Performance Management Workforce Management Recruiting Compensation 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.

7

WE ARE THE CENTER OF THE LEARNING ECOSYSTEM

Corporations Schools

Information Systems/Analytics Content Applications

LEARNING MANAGEMENT SYSTEMS

Instructors Learners

8

OVER 2,000 CUSTOMERS ACROSS CATEGORIES

Hig

her E

d K

– 1

2 In

tern

atio

nal

Cor

pora

te

City University of Hong Kong

Used by 7 Ivy League

Schools

Used by K-12 Schools in 49 States

Serving 40

Countries

Rapid Adoption

Since 2015

1As of June 30, 2016.

9

1

10

2011 2013 2012 2014 2015 2016

BRIDGE

CANVAS INTERNATIONAL

CANVAS K-12

CANVAS HIGHER ED

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

GROWTH STRATEGY OFFERS CONTINUED REVENUE STREAMS

11

2011 2013 2012 2014 2015 2016

BRIDGE

CANVAS INTERNATIONAL

CANVAS K-12

CANVAS HIGHER ED

& BEYOND…

NEW PRODUCTS

New Products + New Markets = Expanded TAM

INSIDE INSTRUCTURE

POWERFUL MISSION OPEN CULTURE CUTTING EDGE TECH

12

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 SVP Product & Customer Experience

Marc Maloy HireRight • Certico EVP Worldwide Sales

Misty Frost Datamark • Critical Mass • Sumus Interactive• Dahlin Smith White

SVP Marketing

SVP/General Counsel and Secretary

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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

Non-GAAP Operating Loss as a % of Revenue2 Revenue Growth

REVENUE & PROFITABILITY HISTORY 2013 – Q2 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

Non-GAAP Gross Margin1

YTD 2015 2014 2013 2015 2013 2014 YTD

($18M) ($29M)

+65%

+70%

YTD

$49.2M

2015

$26.1M

2014

$44.4M

$73.2M

2013

($41M)

15

59%

67% 68%

(68%) (66%)

(57%)

Recurring (2015 ~85%)

Non-recurring (2015 ~15%)

70%

(48%)

($24M)

ENHANCED VISIBILITY INTO FUTURE PERIODS 2013 – 2015 Backlog1 Deferred Revenue

12/31/2015

$151M

12/31/2014

$113M

$73M

12/31/2013 12/31/2013 12/31/2015

$32M

12/31/2014

$52M

$19M

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

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Non-GAAP General and Administration1

(% of Revenue) 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.

Non-GAAP Research and Development1

(% of Revenue)

YTD 2014 2015 2013 YTD 2015 2013 2014 YTD 2013 2015 2014

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72% 71% 36% 38%

31% 19%

23% 22% 72% 67%

30%

21%

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 capital expenditures and proceeds from disposal of property and equipment.

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($7.4M)

$7.5M

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

$18.4M

($14.5M)

($21.1M)

($10.7M)

($30M)

($20M)

($10M)

$0M

$10M

$20M

$30M

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

145%

1

HIGH CUSTOMER LIFETIME VALUE C

umul

ativ

e C

ontr

ibut

ion

19

Lifetime Customer Acquisition Costs

Breakeven

Customer Lifetime Value

ACQUIRE RETAIN RENEW

STRONG FOUNDATION FOR BUILDING TOWARD PROFITABILITY 2015 Contribution Margin1 by customer cohort; based on Full Year 2015 revenue and expenses

20112 2012 20143 20154

CM %

2013 Customer Start Date

20

53%

64% 63%

54%

(125%)

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 2015 for late 2014 customers. 41st year cost (2015) includes customer acquisition and implementation

LONG-RANGE MODEL

Revenue 100% 100% 100% 100%

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

Non-GAAP Gross Margin 59% 67% 68% ~75%

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

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

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

Non-GAAP Operating Income/Loss

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

2013 2014 2015 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

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

GAAP INCOME STATEMENT

(in thousands) Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4’15 Q1’16 Q2’16

Revenue $9,566 $12,440 $13,736 $14,625 $15,877 $20,894 $21,797 $23,299 $25,890 YoY% 69% 71% 67% 70% 66% 68% 59% 59% 63%

Cost of Sales $3,263 $4,106 $4,803 $4,911 $5,532 $6,794 $6,836 $7,349 $7,635

Gross Profit $6,303 $8,334 $8,933 $9,714 $10,345 $14,100 $14,961 $15,950 $18,255 GM% 66% 67% 65% 66% 65% 67% 69% 68% 71%

S&M $7,960 $8,144 $13,055 $11,081 $14,050 $13,172 $15,156 $16,163 $18,038 % of Rev 83% 65% 95% 76% 88% 63% 70% 69% 70%

R&D $4,306 $4,372 $9,106 $5,271 $5,645 $6,525 $6,710 $7,805 $8,730 % of Rev 45% 35% 66% 36% 36% 31% 31% 33% 34%

G&A $2,360 $2,707 $4,378 $10,046 $3,923 $4,506 $5,007 $5,736 $6,003 % of Rev 25% 22% 32% 69% 25% 22% 23% 25% 23%

OPEX $14,626 $15,223 $26,539 $26,398 $23,618 $24,203 $26,873 $29,704 $32,771 % of Rev 153% 122% 193% 180% 149% 116% 123% 127% 127%

Loss From Operations ($8,323) ($6,889) ($17,606) ($16,684) ($13,273) ($10,103) ($11,912) ($13,754) ($14,516) % of Rev (87%) (55%) (128%) (114%) (84%) (48%) (55%) (59%) (56%)

Change in fair value of warrant liability ($721) ($828) ($299) ($488) ($39) ($9) ($117) $62 $0 Other Income/Expense ($9) ($39) ($89) ($138) ($8) ($74) ($16) ($15) ($7) Loss before provision for income taxes ($9,053) ($7,756) ($17,994) ($17,310) ($13,320) ($10,186) ($12,045) ($13,707) ($14,523) Income tax expense $0 ($7) ($50) $0 ($14) ($26) ($77) ($32) ($67) Net Loss ($9,053) ($7,763) ($18,044) ($17,310) ($13,334) ($10,212) ($12,122) ($13,739) ($14,590) % of Rev (95%) (62%) (131%) (118%) (84%) (49%) (56%) (59%) (56%)

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(in thousands) Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4’15 Q1’16 Q2’16

Revenue $9,566 $12,440 $13,736 $14,625 $15,877 $20,894 $21,797 $23,299 $25,890 YoY% 69% 71% 67% 70% 66% 68% 59% 59% 63%

Cost of Sales $3,248 $4,081 $4,524 $4,863 $5,465 $6,700 $6,702 $7,156 $7,362

Gross Profit $6,318 $8,359 $9,212 $9,762 $10,412 $14,194 $15,095 $16,143 $18,528 GM% 66% 67% 67% 67% 66% 68% 69% 69% 72%

S&M $7,900 $8,072 $9,891 $10,900 $13,809 $12,826 $14,696 $15,508 $17,306 % of Rev 83% 65% 72% 75% 87% 61% 67% 67% 67%

R&D $4,188 $4,224 $4,787 $5,029 $5,356 $6,178 $6,176 $7,018 $7,850 % of Rev 44% 34% 35% 34% 34% 30% 28% 30% 30%

G&A $2,239 $2,585 $3,571 $3,259 $3,760 $4,278 $4,596 $5,134 $5,441 % of Rev 23% 21% 26% 22% 24% 20% 21% 22% 21%

OPEX $14,327 $14,881 $18,249 $19,188 $22,925 $23,282 $25,468 $27,660 $30,597 % of Rev 150% 120% 133% 131% 144% 111% 117% 119% 118%

Operating Loss ($8,009) ($6,522) ($9,037) ($9,426) ($12,513) ($9,088) ($10,373) ($11,517) ($12,069) % of Rev (84%) (52%) (66%) (64%) (79%) (43%) (48%) (49%) (47%)

Net Loss1 ($8,018) ($6,568) ($9,176) ($9,564) ($12,535) ($9,188) ($10,466) ($11,564) ($12,143) % of Rev (84%) (53%) (67%) (65%) (79%) (44%) (48%) (50%) (47%)

NON GAAP INCOME STATEMENT

1Non GAAP Net Operating Loss excludes change in fair value warrant liability.

25

GAAP TO NON-GAAP RECONCILIATION (in thousands)

2012 2013 2014 2015 YTD 2016

GAAP Operating Loss ($18,341) ($21,830) ($38,709) ($51,972) ($28,270)

Amortization of Acquisition Related Intangibles Cost of Sales $- $- $- $- $- S&M - - - - - R&D - - 6 9 4 G&A - - - - - Total Amortization of Acquisition Related Intangibles $- $- $6 $9 $4

Stock Compensation Expense Cost of Sales $12 $36 $297 $343 $466 S&M 473 1,597 2,877 1,228 1,444 R&D 442 1,585 3,971 1,403 1,720 G&A 910 374 1,053 6,262 1,267 Total Stock Compensation Expense $1,837 $3,592 $8,198 $9,236 $4,897

Payroll Tax on Secondary Stock Purchase Cost of Sales $- $- $30 $- $- S&M 57 267 461 - (57) R&D 57 267 653 - (57) G&A 104 - 81 1,327 (103) Total Payroll Tax on Secondary Stock Purchase $218 $534 $1,225 $1,327 ($217)

Non-GAAP Operating Loss ($16,286) ($17,704) ($29,280) ($41,400) ($23,586)

26

GAAP TO NON-GAAP RECONCILIATION (in thousands)

2012 2013 2014 2015 YTD 2016

Revenue $8,774 $26,055 $44,352 $73,193 $49,189

GAAP Gross Margin $1,680 $15,435 $29,239 $49,120 $34,205 Amortization of Acquisition Related Intangibles - - - - - Stock Compensation Expense 12 36 297 343 466 Payroll Tax on Secondary Stock Purchase - - 30 - -

Non-GAAP Gross Margin $1,692 $15,471 $29,566 $49,463 $34,671 Non-GAAP Gross Margin % 19% 59% 67% 68% 70%

GAAP Sales & Marketing $11,912 $20,702 $35,390 $53,459 $34,201 Amortization of Acquisition Related Intangibles - - - - - Stock Compensation Expense 473 1,597 2,877 1,228 1,444 Payroll Tax on Secondary Stock Purchase 57 267 461 - (57)

Non-GAAP Sales & Marketing $11,382 $18,838 $32,052 $52,231 $32,814 Non-GAAP Sales & Marketing % 130% 72% 72% 71% 67%

GAAP Research & Development $4,698 $11,242 $21,290 $24,151 $16,535 Amortization of Acquisition Related Intangibles - - 6 9 4 Stock Compensation Expense 442 1,585 3,971 1,403 1,720 Payroll Tax on Secondary Stock Purchase 57 267 653 - (57)

Non-GAAP Research & Development $4,199 $9,390 $16,660 $22,739 $14,868 Non-GAAP Research & Development % 48% 36% 38% 31% 30%

GAAP General & Administrative $3,411 $5,321 $11,268 $23,482 $11,739 Amortization of Acquisition Related Intangibles - - - - - Stock Compensation Expense 910 374 1,053 6,262 1,267 Payroll Tax on Secondary Stock Purchase 104 - 81 1,327 (103)

Non-GAAP General & Administrative $2,397 $4,947 $10,134 $15,893 $10,575 Non-GAAP General & Administrative % 27% 19% 23% 22% 21%

27

FREE CASH FLOW RECONCILIATION

28

(in thousands) Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3’15 Q4’15 Q1’16 Q2’16

Net cash provided by (used in) operating activities $(6,479) $8,084 ($13,927) ($13,915) ($12,797) $19,676 ($12,315) ($18,850) ($9,542)

Purchase of property and equipment (964) (600) (612) (927) (2,212) (1,324) (2,233) (2,268) (1,142)

Proceeds from disposal of property and equipment 6 7 22 9 9 35 11 8 10

Free Cash Flow ($7,437) $7,491 ($14,517) ($14,833) ($15,000) $18,387 ($14,537) ($21,110) ($10,674)