POWER OF ATTORNEY

       Know all by these presents that the undersigned hereby
constitutes and appoints each of Matthew A. Kaminer
and Spencer K. Kirton of Instructure Holdings, Inc. (the
"Company") and Bradley Reed, Michael Keeley, Ana Sempertegui
and Sven Soderberg of Kirkland & Ellis LLP, signing
individually, the undersigned's true and lawful attorneys-in
fact and agents to:
1.prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto,
an Update Passphrase, and any other documents necessary or
appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports
required by Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or any rule or regulation
thereunder;

2.prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the SEC Forms 3, 4 and 5
(including amendments thereto and joint filing agreements in
connection therewith) with respect to the securities of the
Company in accordance with Section 16(a) of Exchange Act and the
rules thereunder;

3.do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to prepare and
execute any such Form 3, 4 or 5 (including amendments thereto
and joint filing agreements in connection therewith) and timely
file such Forms with the SEC and any stock exchange, self-
regulatory association or any other authority including the New
York Stock Exchange, and including without limitation the filing
of a Form ID or any other documents necessary or appropriate to
enable the undersigned to file the Form 3, 4 and 5
electronically with the SEC;

4.seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any
such information to each of the undersigned's attorneys-in-fact
appointed by this Power of Attorney and ratifies any such
release of information; and

5.take any other action of any type whatsoever in connection
with the foregoing that in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required of the undersigned, it being understood that the
documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's
discretion.

        The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, and their substitutes, in serving
in such capacity at the request of the undersigned, are not
assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing
delivered to the Company and the attorneys-in fact. This Power
of Attorney revokes any other power of attorney that the
undersigned has previously granted to representatives of the
Company and Kirkland & Ellis  LLP.

        IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of the date written below.

Dated:	November 13, 2023


By:/s/ Peter Walker