Instructure Investor Presentation — July 2018

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KEYSTONE, COLORADOFORWARDING LOOKING STATEMENTS & NON -GAAP MEASURES

This presentation and the accompanying oral commentary contain “forward -looking” statements, within the meaning of the safe harb or provisions of the

U.S. Private Securities Litigation Reform Act of 1995 that are based on our beliefs and assumptions and on information curren tlyavailable to us. Forward -

looking statements include information concerning our possible or assumed future results of operations and financial performa nce, business strategies,

potential growth opportunities and the effects of competition. Forward -looking statements include all statements that are not hi storical facts and can be

identified by terms such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “migh t, ”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 actu al results,

performance or achievements to be materially different from any future results, performance or achievements expressed or impl iedby 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 oper ations and general economic and

industry conditions are described more fully in the Quarterly Report on Form 10 -Q for the quarter ended March 31, 2018, which wa s filed with the Securities

and Exchange Commission (the “SEC”) on May 2, 2018 and other documents filed with the SEC and could cause actual results to v aryfrom expectations.

Forward -looking statements represent our management’s beliefs and assumptions only as of the date of this presentation. Except a s required by law, we

assume no obligation to update these forward -looking statements publicly, or to update the reasons why actual results could diff er 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 ar e 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 n umb er of limitations related

to the use of these non -GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculat e non -GAAP financial