FORWARDING LOOKING STATEMENTS & NON-GAAP MEASURES

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2 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 March 31, 2017, which was filed with the Securities and Exchange Commission (the SEC ) on May 3, 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

3 SOFTWARE that makes PEOPLE SMARTER 3

4 PRODUCT OVERVIEW VIDEO 4

5 THE INSTRUCTURE STORY High Growth Subscription Revenue Backlog & Deferred Revenue 2017 Total Addressable Market Recurring (2016 ~88%) +51% Deferred Revenue Non-recurring (2016 ~12%) $110.9M Backlog $289M +65% $73.2M $204M $76M EDU +70% $44.4M $26.1M $92M $19M $73M $145M $32M $113M $52M $152M $213M CORP $6.4 Billion Headquartered in Salt Lake City with employees worldwide Offices in London, Sydney, Hong Kong, Brazil Flagship products Canvas & Bridge 100% native cloud >100% retention revenue >2,000 customers in 50 countries 1 91% Customer Support Satisfaction 1 As of March 31,

6 BUILDING SUPERIOR SOFTWARE THAT MEETS EVOLVING CONSUMER DEMAND Consumerized Collaborative Mobile Engaging 6

7 SUBSTANTIAL MARKET OPPORTUNITY With Numerous Adjacencies $7.8 Billion 1 Learning Management $5.1 Billion 1 $5.5 Billion 2 $6.4 Billion 2 Performance Management Workforce Management Recruiting Compensation Management 1 Learning Management System Market. Source: MarketsandMarkets, October Represents market opportunity for Performance Management, Workforce Management, Recruiting and Compensation Management. Source: IDC, June These additional markets may present opportunities for Instructure. 7

8 WE ARE THE CENTER OF THE LEARNING ECOSYSTEM Content Applications Information Systems/Analytics LEARNING MANAGEMENT SYSTEMS Instructors Corporations Schools Learners 8

9 1 OVER 2,000 CUSTOMERS ACROSS CATEGORIES Higher Ed Used by 7 Ivy League Schools K 12 Used by K-12 Schools in 49 States International City University of Hong Kong Serving 50+ Countries Corporate Rapid Adoption Since As of May 4 th,

10 GROWTH STRATEGY OFFERS CONTINUED REVENUE STREAMS New Products + New Markets = Expanded TAM BRIDGE CANVAS INTERNATIONAL CANVAS K-12 CANVAS HIGHER ED

11 GROWTH STRATEGY OFFERS CONTINUED REVENUE STREAMS New Products + New Markets = Expanded TAM NEW PRODUCTS BRIDGE CANVAS INTERNATIONAL CANVAS K-12 CANVAS HIGHER ED & Beyond 11

12 INSIDE INSTRUCTURE POWERFUL MISSION OPEN CULTURE CUTTING EDGE TECH CUSTOMER CONFERENCE 12

13 INNOVATIVE MANAGEMENT Josh Coates CEO EMC Corp Mozy.com Scale Eight Steve Kaminsky CFO Radisphere TriZetto Ernst & Young McDonald s Corporation Matt Kaminer SVP General Counsel and Secretary Collective Epocrates MediMedia USA WebMD Marc Maloy EVP Worldwide Sales HireRight Certico Mitch Macfarlane COO Vmware InfoTrax Systems GE Misty Frost SVP Marketing Datamark Critical Mass Sumus Interactive Dahlin Smith White David Burggraaf SVP Engineering FamilySearch Microsoft Jeff Weber SVP People and Places Ancestry The Russell Group Shell Oil Company 13

14 FINANCIAL HIGHLIGHTS Solid Revenue Growth Enhanced Visibility Through Multi-Year Contracts Investing for Continued Growth Strong Unit Economics Attractive Long Range Model 14

15 REVENUE & PROFITABILITY HISTORY 2014 Q Revenue Growth +51% Non-GAAP Gross Margin 1 Non-GAAP Operating Loss as a % of Revenue 2 $110.9M 67% 68% 71% 72% +65% ($9M) $73.2M ($29M) ($41M) ($43M) (28%) $44.4M $34.0M (39%) (57%) YTD YTD (66%) YTD Recurring (2016 ~88%) Non-recurring (2016 ~12%) 1 Non-GAAP gross margin is before stock-based compensation and payroll tax expense on secondary stock purchase transactions. 2 Operating loss before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles 15

16 ENHANCED VISIBILITY INTO FUTURE PERIODS Deferred Revenue Backlog 1 $76M $213M $52M $152M $32M $113M Dec Dec Dec Dec Dec Dec Backlog represents future non-cancellable amounts to be invoiced under our agreements. 16

17 INVESTING FOR GROWTH Non-GAAP Sales and Marketing 1 (% of Revenue) Non-GAAP Research and Development 1 (% of Revenue) Non-GAAP General and Administration 1 (% of Revenue) 72% 71% 38% 23% 22% 60% 53% 31% 29% 29% 21% 18% YTD YTD YTD 1 Non-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. 17

18 SEASONALLY STRONG Q3 LEADS TO RAPIDLY EXPANDING FCF 1 $18.4M $20.1M Non-GAAP Gross Margin 2 % ($14.8M) ($15.0M) ($14.5M) ($21.3M) ($10.8M) ($17.3M) ($31.2M) Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q Free 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. 18

19 HIGH CUSTOMER LIFETIME VALUE ACQUIRE RETAIN RENEW Cumulative Contribution Customer Lifetime Value Customer Acquisition Costs Breakeven Lifetime 19

20 STRONG FOUNDATION FOR BUILDING TOWARD PROFITABILITY 2016 Contribution Margin 1 by customer cohort; based on Full Year 2016 revenue and expenses 55% 67% 65% 66% 61% CM % Customer Start Date -111% Defined as gross margin less sales, direct marketing and account management expense. 2 Lower primarily due to early adopter pricing. 3 Lower primarily due to cost of services completed in 2016 for late 2015 customers. 4 1 st year cost (2016) includes customer acquisition and implementation 20

21 LONG-RANGE MODEL Long- Term Target Revenue 100% 100% 100% 100% 100% Cost of Revenue 1 41% 33% 32% 29% ~25% Non-GAAP Gross Margin 59% 67% 68% 71% ~75% S&M 2 72% 72% 71% 60% 26-28% R&D 2 36% 38% 31% 29% 15-17% G&A 2 19% 23% 22% 21% 9-10% Non-GAAP Operating Income/Loss (68%) (66%) (57%) (39%) 20-25% 1 Non-GAAP cost of revenue is before stock-based compensation and payroll tax expense on secondary stock purchase transactions. 2 Non-GAAP operating expenses are before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles. 21

22 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 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. 22

23 APPENDIX

24 GAAP INCOME STATEMENT Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Revenue $14.6M $15.9M $20.9M $21.8M $23.3M $25.9M $30.1M $31.5M $34.0M YoY% 70% 66% 68% 59% 59% 63% 44% 45% 46% Cost of Sales $4.9 $5.5 $6.8 $6.8 $7.3 $7.6 $8.6 $9.1 $9.6 Gross Profit $9.7M $10.3M $14.1M $15.0M $16.0M $18.3M $21.5M $22.4M $24.4M GM% 66% 65% 67% 69% 68% 71% 71% 71% 72% S&M $11.1 $14.1 $13.2 $15.2 $16.2 $18.0 $17.8 $18.0 $19.0 % of Rev 76% 88% 63% 70% 69% 70% 59% 57% 56% R&D $5.3 $5.6 $6.5 $6.7 $7.8 $8.7 $9.3 $10.1 $11.2 % of Rev 36% 36% 31% 31% 33% 34% 31% 32% 33% G&A $10.0 $3.9 $4.5 $5.0 $5.7 $6.0 $6.7 $7.1 $7.0 % of Rev 69% 25% 22% 23% 25% 23% 22% 23% 21% OPEX $26.4M $23.6M $24.2M $26.9M $29.7M $32.8M $33.8M $35.3M $37.2M % of Rev 180% 149% 116% 123% 127% 127% 112% 112% 109% Operating Loss ($16.7M) ($13.3M) ($10.1M) ($11.9M) ($13.8M) ($14.5M) ($12.3M) ($12.8M) ($12.8M) % of Rev (114%) (84%) (48%) (55%) (59%) (56%) (41%) (41%) (38%) Warrant liability expense ($0.5) ($0.0) ($0.0) ($0.1) $0.1 $0.0 ($0.0) $0.0 ($0.0) Other Income/Expense ($0.1) ($0.0) ($0.1) ($0.0) ($0.0) ($0.0) ($0.0) ($0.0) $0.1 Loss before income taxes ($17.3M) ($13.3M) ($10.2M) ($12.0M) ($13.7M) ($14.5M) ($12.3M) ($12.9M) ($12.7M) Income taxes $0.0 ($0.0) ($0.0) ($0.1) ($0.0) ($0.1) ($0.0) ($0.1) ($0.0) Net Loss ($17.3M) ($13.3M) ($10.2M) ($12.1M) ($13.7M) ($14.6M) ($12.3M) ($12.9M) ($12.7M) % of Rev (118%) (84%) (49%) (56%) (59%) (56%) (41%) (41%) (37%) 24

25 NON GAAP INCOME STATEMENT Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Revenue $14.6M $15.9M $20.9M $21.8M $23.3M $25.9M $30.1M $31.5M $34.0M YoY% 70% 66% 68% 59% 59% 63% 44% 45% 46% Cost of Sales $4.9 $5.5 $6.7 $6.7 $7.2 $7.4 $8.4 $8.9 $9.4 Gross Profit $9.8M $10.4M $14.2M $15.1M $16.1M $18.5M $21.8M $22.7M $24.6M GM% 67% 66% 68% 69% 69% 72% 72% 72% 72% S&M $10.9 $13.8 $12.8 $14.7 $15.5 $17.3 $17.0 $17.2 $18.0 % of Rev 75% 87% 61% 67% 67% 67% 56% 54% 53% R&D $5.0 $5.4 $6.2 $6.2 $7.0 $7.9 $8.3 $9.0 $10.0 % of Rev 34% 34% 30% 28% 30% 30% 27% 29% 29% G&A $3.3 $3.8 $4.3 $4.6 $5.1 $5.4 $5.9 $6.3 $6.0 % of Rev 22% 24% 20% 21% 22% 21% 20% 20% 18% OPEX $19.2M $22.9M $23.3M $25.5M $27.7M $30.6M $31.2M $32.5M $34.0M % of Rev 131% 144% 111% 117% 119% 118% 104% 103% 100% Operating Loss ($9.4M) ($12.5M) ($9.1M) ($10.4M) ($11.5M) ($12.1M) ($9.5M) ($9.9M) ($9.4M) % of Rev (64%) (79%) (43%) (48%) (49%) (47%) (31%) (31%) (28%) Net Loss ($9.6M) ($12.5M) ($9.2M) ($10.5M) ($11.6M) ($12.1M) ($9.5M) ($10.0M) ($9.4M) % of Rev (65%) (79%) (44%) (48%) (50%) (47%) (32%) (32%) (28%) Non GAAP Net Operating Loss excludes change in fair value warrant liability. 25

26 GAAP TO NON-GAAP RECONCILIATION YTD GAAP Operating Loss ($21.8M) ($38.7M) ($52.0M) ($53.4M) ($12.8M) Amortization of Acquisition Related Intangibles Cost of Sales $- $- $- $- $- S&M R&D G&A Total - $0.0M $0.0M $0.0M - Stock Compensation Expense Cost of Sales $0.0M $0.3M $0.3M $1.0M $0.2M S&M R&D G&A Total $3.6M $8.2M $9.2M $10.7M $3.4M Payroll Tax on Secondary Stock Purchase Cost of Sales $- $0.0M $- $- $- S&M (0.1) - R&D (0.1) - G&A (0.1) - Total $0.5M $1.2M $1.3M ($0.2M) - Non GAAP Operating Loss ($17.7M) ($29.3M) ($41.4M) ($42.9M) ($9.4M) 26

27 GAAP TO NON-GAAP RECONCILIATION YTD Revenue $26.1M $44.4M $73.2M $110.9M $34.0M GAAP Gross Margin $15.4M $29.2M $49.1M $78.1M $24.4M Amortization of Acquisition Related Intangibles Stock Compensation Expense Payroll Tax on Secondary Stock Purchase Non GAAP Gross Margin $15.5M $29.6M $49.5M $79.1M $24.6M Non GAAP Gross Margin% 59% 67% 68% 71% 72% GAAP Sales & Marketing $20.7M $35.4M $53.5M $70.0M $19.0M Amortization of Acquisition Related Intangibles Stock Compensation Expense Payroll Tax on Secondary Stock Purchase (0.1) - Non GAAP Sales & Marketing $18.8M $32.1M $52.2M $67.0M $18.0M Non GAAP Sales & Marketing % 72% 72% 71% 60% 53% GAAP Research & Development $11.2M $21.3M $24.2M $36.0M $11.2M Amortization of Acquisition Related Intangibles Stock Compensation Expense Payroll Tax on Secondary Stock Purchase (0.1) - Non GAAP Research & Development $9.4M $16.7M $22.7M $32.2M $10.0M Non GAAP Research & Development % 36% 38% 31% 29% 29% GAAP General & Administrative $5.3M $11.3M $23.5M $25.5M $7.0M Amortization of Acquisition Related Intangibles Stock Compensation Expense Payroll Tax on Secondary Stock Purchase (0.1) - Non GAAP General & Administrative $4.9M $10.1M $15.9M $22.8M $6.0M Non GAAP General & Administrative % 19% 23% 22% 21% 18% 27

28 FREE CASH FLOW RECONCILIATION Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Net Cash Provided by Operating Activities Purchase of PP&E & Intangibles, Net of Disposals ($13.9M) ($12.8M) $19.7M ($12.3M) ($18.9M) ($9.5M) $21.7M ($14.9M) ($27.7M) ($0.9) ($2.2) ($1.3) ($2.2) ($2.4) ($1.3) ($1.5) ($2.5) ($3.4) Free Cash Flow ($14.8M) ($15.0M) $18.4M ($14.5M) ($21.3M) ($10.8M) $20.1M ($17.3M) ($31.2M) 28