Exhibit



Exhibit 10.49



Amendment to Sales Agreement


Dated as of September 29, 2016




Jefferies LLC
520 Madison Avenue
New York, New York 10022


Ladies and Gentlemen:
Reference is hereby made to the Sales Agreement dated December 12, 2014 (the “Sales Agreement”) among Kilroy Realty Corporation, a Maryland corporation (the “Company”), Kilroy Realty L.P., a Delaware limited partnership (the “Operating Partnership”), and Jefferies LLC (the “Agent”).


The parties hereto agree that, from and after the date hereof, Section 1(i)(i) of the Sales Agreement is hereby amended and restated to read in full as follows: 
“(i)    the Disclosure Package and the Prospectus under the captions (a) “Description of Capital Stock,” (b) “Description of Material Provisions of the Partnership Agreement of Kilroy Realty, L.P.,” (c) “Certain Provisions of Maryland Law and of the Company’s Charter and Bylaws,” (d) “United States  Federal Income Tax Considerations,” and (e) “Plan of Distribution (Conflicts of Interest),” in each case as the same may be amended, supplemented or replaced from time to time by information in subsequent filings on Form 8-K or subsequent Proxy Statements on Schedule 14A that are or are deemed to be incorporated by reference in the Disclosure Package or the Prospectus; and”
The parties hereto further agree that, as contemplated by the Sales Agreement, from and after the date hereof the term “Registration Statement,” as used in the Sales Agreement, shall include Company’s and the Operating Partnership’s registration statement on Form S-3 (File Nos. 333-213864 and 333-213864-01) filed with the Securities and Exchange Commission on September 29, 2016; the term “Base Prospectus,” as used in the Sales Agreement, shall include the Company’s and the Operating Partnership’s prospectus dated September 29, 2016; and the term “Prospectus Supplement,” as used in the Sales Agreement, shall include the Company’s prospectus supplement dated September 29, 2016  relating to the Company’s at-the-market common stock offering contemplated by the Sales Agreement.


The parties hereto further agree that the Sales Agreement, as amended hereby, shall remain in full force and effect.
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Signature Page Follows] 












If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this agreement, along with all counterparts, will become a binding agreement between the Agent, the Company and the Operating Partnership in accordance with its terms. 
	
							
	 
	 
	 
	Very truly yours,
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	Kilroy Realty Corporation
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	By:
	 
	/s/ Tyler H. Rose
	 

	 
	 
	 
	 
	 
	Tyler H. Rose
Executive Vice President and 
Chief Financial Officer
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	 
	/s/ Michelle Ngo
	 

	 
	 
	 
	 
	 
	Michelle Ngo
Senior Vice President and Treasurer

	 

	 
	 
	 
	 
	 
	 
	 






	
							
	 
	 
	 
	Kilroy Realty, L.P.
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	By:
	 
	Kilroy Realty Corporation,

	 
	 
	 
	 
	 
	as the General Partner
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	 
	/s/ Tyler H. Rose
	 

	 
	 
	 
	 
	 
	Tyler H. Rose
Executive Vice President and 
Chief Financial Officer
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	 
	/s/ Michelle Ngo
	 

	 
	 
	 
	 
	 
	Michelle Ngo
Senior Vice President and Treasurer

	 

	 
	 
	 
	 
	 
	 
	 








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Accepted:
	
				
	 
	JEFFRIES LLC

	 
	 
	 

	 
	 

	 
	By:
	 
	/s/ Michael Ryan

	 
	 
	 
	Michael Ryan
Authorized Representative 









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