This document discusses forward-looking statements and non-GAAP measures. It notes that forward-looking statements involve risks and uncertainties that could cause actual results to differ from expectations. Non-GAAP measures are presented in addition to GAAP measures and have limitations when used as comparisons. The company assumes no obligation to update forward-looking statements except as required by law.

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 September 30, 2016, which
was filed with the Securities and Exchange Commission (the “SEC”) on November 2, 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

3. SOFTWARE
PEOPLE SMARTER
that makes
3

4. PRODUCT OVERVIEW VIDEO
4

5. $8.8M
$26.1M
$44.4M
$73.2M
2012 2013 2014 2015
+197%
+70%
+65%
$73M
$113M
$152M
$19M
$32M
$52M
$92M
$145M
$204M
2013 2014 2015
100% native cloud
1As of September 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%)
5
Deferred Revenue
Backlog
Backlog & Deferred Revenue 2016 Total Addressable Market
$5.1 Billion
Headquartered in Salt Lake City
with 800 employees worldwide
Flagship products Canvas & Bridge
EDU
CORP
93% Customer Support Satisfaction
Offices in London, Sydney, Hong Kong, Brazil

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

7. 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

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

9. OVER 2,000 CUSTOMERS
ACROSS CATEGORIES
HigherEdK–12InternationalCorporate
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 September 30, 2016.
9
1

10. 10
2011 20132012 2014 2015 2016
BRIDGE
CANVAS INTERNATIONAL
CANVAS K-12
CANVAS HIGHER ED
GROWTH STRATEGY OFFERS
CONTINUED REVENUE STREAMS
New Products + New Markets = Expanded TAM

11. GROWTH STRATEGY OFFERS
CONTINUED REVENUE STREAMS
11
2011 20132012 2014 2015 2016
BRIDGE
CANVAS INTERNATIONAL
CANVAS K-12
CANVAS HIGHER ED
& BEYOND…
NEW
PRODUCTS
New Products + New Markets = Expanded TAM

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

13. 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
13
Matt Kaminer
Collective • Epocrates •
MediMedia USA • WebMD
SVP General Counsel and Secretary

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

15. $26.1M
$44.4M
$73.2M
$79.3M
2013 2014 2015 YTD
+70%
+65%
Revenue Growth
REVENUE & PROFITABILITY HISTORY
2013 – Q3 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 YTD
Non-GAAP Gross Margin1
(68%)
(66%)
(57%)
(42%)
2013 2014 2015 YTD
($18M)
($29M)
($41M)
($33M)
Non-GAAP Operating Loss as a
% of Revenue2
15
Recurring (2015 ~85%)
Non-recurring (2015 ~15%)

16. $19M
$32M
$52M
Dec-­‐31-­‐2013 Dec-­‐31-­‐2014 Dec-­‐31-­‐2015
ENHANCED VISIBILITY INTO
FUTURE PERIODS
2013 – 2015
$73M
$113M
$152M
Dec-­‐31-­‐2013 Dec-­‐31-­‐2014 Dec-­‐31-­‐2015
Backlog1Deferred Revenue
1Backlog represents future non-cancellable amounts to be invoiced under our agreements.
16

17. 72% 72% 71%
63%
2013 2014 2015 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.
36%
38%
31%
29%
2013 2014 2015 YTD
Non-GAAP Research and
Development1
(% of Revenue)
19%
23%
22%
21%
2013 2014 2015 YTD
Non-GAAP General and
Administration1
(% of Revenue)
17

18. 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.
18
1
$7.5M
($14.5M) ($14.8M) ($15.0M)
$18.4M
($14.5M)
($21.3M)
($10.8M)
$20.1M
Q3-­‐14 Q4-­‐14 Q1-­‐15 Q2-­‐15 Q3-­‐15 Q4-­‐15 Q1-­‐16 Q2-­‐16 Q3-­‐16

19. HIGH CUSTOMER LIFETIME VALUE
CumulativeContribution
19
Lifetime
Customer
Acquisition
Costs
Breakeven
Customer
Lifetime Value
ACQUIRE RETAIN RENEW

20. 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

21. 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

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
22
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.

23. APPENDIX

24. GAAP INCOME STATEMENT
24
Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16
Revenue $12.4M $13.7M $14.6M $15.9M $20.9M $21.8M $23.3M $25.9M $30.1M
YoY% 71% 67% 70% 66% 68% 59% 59% 63% 44%
Cost
of
Sales $4.1 $4.8 $4.9 $5.5 $6.8 $6.8 $7.3 $7.6 $8.6
Gross
Profit $8.3M $8.9M $9.7M $10.3M $14.1M $15.0M $16.0M $18.3M $21.5M
GM% 67% 65% 66% 65% 67% 69% 68% 71% 71%
S&M $8.1 $13.1 $11.1 $14.1 $13.2 $15.2 $16.2 $18.0 $17.8
%
of
Rev 65% 95% 76% 88% 63% 70% 69% 70% 59%
R&D $4.4 $9.1 $5.3 $5.6 $6.5 $6.7 $7.8 $8.7 $9.3
%
of
Rev 35% 66% 36% 36% 31% 31% 33% 34% 31%
G&A $2.7 $4.4 $10.0 $3.9 $4.5 $5.0 $5.7 $6.0 $6.7
%
of
Rev 22% 32% 69% 25% 22% 23% 25% 23% 22%
OPEX $15.2M $26.5M $26.4M $23.6M $24.2M $26.9M $29.7M $32.8M $33.8M
%
of
Rev 122% 193% 180% 149% 116% 123% 127% 127% 112%
Operating
Loss ($6.9M) ($17.6M) ($16.7M) ($13.3M) ($10.1M) ($11.9M) ($13.8M) ($14.5M) ($12.3M)
%
of
Rev (55%) (128%) (114%) (84%) (48%) (55%) (59%) (56%) (41%)
Warrant
liability
expense ($0.8) ($0.3) ($0.5) ($0.0) ($0.0) ($0.1) $0.1 $0.0 ($0.0)
Other
Income/Expense ($0.0) ($0.1) ($0.1) ($0.0) ($0.1) ($0.0) ($0.0) ($0.0) ($0.0)
Loss
before
income
taxes ($7.8M) ($18.0M) ($17.3M) ($13.3M) ($10.2M) ($12.0M) ($13.7M) ($14.5M) ($12.3M)
Income
taxes ($0.0) ($0.1) $0.0 ($0.0) ($0.0) ($0.1) ($0.0) ($0.1) ($0.0)
Net
Loss ($7.8M) ($18.0M) ($17.3M) ($13.3M) ($10.2M) ($12.1M) ($13.7M) ($14.6M) ($12.3M)
%
of
Rev (62%) (131%) (118%) (84%) (49%) (56%) (59%) (56%) (41%)

25. NON GAAP INCOME STATEMENT
Non GAAP Net Operating Loss excludes change in fair value warrant liability.
25
Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16
Revenue $12.4M $13.7M $14.6M $15.9M $20.9M $21.8M $23.3M $25.9M $30.1M
YoY% 71% 67% 70% 66% 68% 59% 59% 63% 44%
Cost
of
Sales $4.1 $4.5 $4.9 $5.5 $6.7 $6.7 $7.2 $7.4 $8.4
Gross
Profit $8.4M $9.2M $9.8M $10.4M $14.2M $15.1M $16.1M $18.5M $21.8M
GM% 67% 67% 67% 66% 68% 69% 69% 72% 72%
S&M $8.1 $9.9 $10.9 $13.8 $12.8 $14.7 $15.5 $17.3 $17.0
%
of
Rev 65% 72% 75% 87% 61% 67% 67% 67% 56%
R&D $4.2 $4.8 $5.0 $5.4 $6.2 $6.2 $7.0 $7.9 $8.3
%
of
Rev 34% 35% 34% 34% 30% 28% 30% 30% 27%
G&A $2.6 $3.6 $3.3 $3.8 $4.3 $4.6 $5.1 $5.4 $5.9
%
of
Rev 21% 26% 22% 24% 20% 21% 22% 21% 20%
OPEX $14.9M $18.2M $19.2M $22.9M $23.3M $25.5M $27.7M $30.6M $31.2M
%
of
Rev 120% 133% 131% 144% 111% 117% 119% 118% 104%
Operating
Loss ($6.5M) ($9.0M) ($9.4M) ($12.5M) ($9.1M) ($10.4M) ($11.5M) ($12.1M) ($9.5M)
%
of
Rev (52%) (66%) (64%) (79%) (43%) (48%) (49%) (47%) (31%)
Net
Loss ($6.6M) ($9.2M) ($9.6M) ($12.5M) ($9.2M) ($10.5M) ($11.6M) ($12.1M) ($9.5M)
%
of
Rev (53%) (67%) (65%) (79%) (44%) (48%) (50%) (47%) (32%)

26. GAAP TO NON-GAAP RECONCILIATION
26
2012 2013 2014 2015 YTD
GAAP
Operating
Loss ($18.3M) ($21.8M) ($38.7M) ($52.0M) ($40.5M)
Amortization
of
Acquisition
Related
Intangibles
Cost
of
Sales $-­‐ $-­‐ $-­‐ $-­‐ $-­‐
S&M -­‐ -­‐ -­‐ -­‐ -­‐
R&D -­‐ -­‐ 0.0 0.0 0.0
G&A -­‐ -­‐ -­‐ -­‐ -­‐
Total -­‐ -­‐ $0.0M $0.0M $0.0M
Stock
Compensation
Expense
Cost
of
Sales $0.0M $0.0M $0.3M $0.3M $0.7M
S&M 0.5 1.6 2.9 1.2 2.2
R&D 0.4 1.6 4.0 1.4 2.7
G&A 0.9 0.4 1.1 6.3 2.0
Total $1.8M $3.6M $8.2M $9.2M $7.7M
Payroll
Tax
on
Secondary
Stock
Purchase
Cost
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
Loss ($16.3M) ($17.7M) ($29.3M) ($41.4M) ($33.0M)

27. GAAP TO NON-GAAP RECONCILIATION
27
2012 2013 2014 2015 YTD
Revenue $8.8M $26.1M $44.4M $73.2M $79.3M
GAAP
Gross
Margin $1.7M $15.4M $29.2M $49.1M $55.7M
Amortization
of
Acquisition
Related
Intangibles -­‐ -­‐ -­‐ -­‐ -­‐
Stock
Compensation
Expense 0.0 0.0 0.3 0.3 0.7
Payroll
Tax
on
Secondary
Stock
Purchase -­‐ -­‐ 0.0 -­‐ -­‐
Non
GAAP
Gross
Margin $1.7M $15.5M $29.6M $49.5M $56.4M
Non
GAAP
Gross
Margin% 19% 59% 67% 68% 71%
GAAP
Sales
&
Marketing $11.9M $20.7M $35.4M $53.5M $52.0M
Amortization
of
Acquisition
Related
Intangibles -­‐ -­‐ -­‐ -­‐ -­‐
Stock
Compensation
Expense 0.5 1.6 2.9 1.2 2.2
Payroll
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 $49.8M
Non
GAAP
Sales
&
Marketing
% 130% 72% 72% 71% 63%
GAAP
Research
&
Development $4.7M $11.2M $21.3M $24.2M $25.8M
Amortization
of
Acquisition
Related
Intangibles -­‐ -­‐ 0.0 0.0 0.0
Stock
Compensation
Expense 0.4 1.6 4.0 1.4 2.7
Payroll
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 $23.1M
Non
GAAP
Research
&
Development
% 48% 36% 38% 31% 29%
GAAP
General
&
Administrative $3.4M $5.3M $11.3M $23.5M $18.4M
Amortization
of
Acquisition
Related
Intangibles -­‐ -­‐ -­‐ -­‐ -­‐
Stock
Compensation
Expense 0.9 0.4 1.1 6.3 2.0
Payroll
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 $16.5M
Non
GAAP
General
&
Administrative
% 27% 19% 23% 22% 21%

28. FREE CASH FLOW RECONCILIATION
28
Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16
Net
Cash
Provided
by
Operating
Activities
$8.1M ($13.9M) ($13.9M) ($12.8M) $19.7M ($12.3M) ($18.9M) ($9.5M) $21.7M
Purchase
of
PP&E
&
Intangibles,
Net
of
Disposals
($0.6) ($0.6) ($0.9) ($2.2) ($1.3) ($2.2) ($2.4) ($1.3) ($1.5)
Free
Cash
Flow $7.5M ($14.5M) ($14.8M) ($15.0M) $18.4M ($14.5M) ($21.3M) ($10.8M) $20.1M