EXECUTION COPY


 


STOCK REPURCHASE AGREEMENT


 


THIS STOCK REPURCHASE
AGREEMENT (the “Agreement”) is entered into effective March 9, 2012 (the “Execution Date”), by and
between Barrett Business Services, Inc., a Maryland corporation (the “Company”), and Nancy B. Sherertz (“Seller”).


 


RECITALS:


 


A.     Seller is the owner of
800,776 shares of the Company’s issued and outstanding common stock (the “Common Stock”).


 


B.     Seller desires to sell
to the Company, and the Company desires to purchase from Seller, 500,000 shares of the Common Stock (the “Shares”)
under the terms and conditions set forth in this Agreement.


 


AGREEMENT:


 


In consideration of
the mutual covenants and provisions contained herein, the parties hereto agree as follows:


 


		1.	Sale of Common Stock.



 


1.1.     Delivery
of Shares. On the terms and subject to the conditions of this Agreement, Seller will, on the Closing Date (defined below),
sell, convey, transfer, and deliver to the Company all of her right, title, and interest in and to the Shares, free and clear of
all liens, security interests, claims, charges, or encumbrances of any nature whatsoever and deliver to the Company a certificate
or certificates representing the Shares, duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed
in blank, together with any other documents necessary or reasonably requested by the Company to transfer good and marketable title
to the Shares.


 


1.2.     Purchase
Price. The purchase price (“Purchase Price”) for the Shares shall be twenty dollars ($20.00) per share, representing
a total consideration of ten million dollars ($10,000,000.00). Four million, one hundred seventy-three thousand dollars ($4,173,000.00)
(the “Cash Purchase Price”) will be paid by electronic funds transfer at the Closing (defined below). The remainder
of the Purchase Price will take the form of 5,827 shares of Series A Nonconvertible, Non-Voting Redeemable Preferred Stock (the
“Preferred Shares”), which will be issued and delivered by the Company at the Closing and will have the preferences
and other rights as reflected in the form of Articles Supplementary attached as Exhibit A.


 



    	1



    	 



    

 


		2.	Closing; Deliveries by Seller; Deliveries by the Company.



 


2.1.     Closing.
The closing of the transaction (the “Closing”) will take place by exchange of appropriate documentation between the
parties (via overnight delivery, facsimile, electronic transmission and other similar means for exchanging documentation) promptly
following the Execution Date, but no later than April 6, 2012 (the “Closing Date”).


 


2.2.     Deliveries
by Seller.


 


2.2.1.     Prior
to the Closing, Seller shall deliver, or cause to be delivered, to the Company:


 


		2.2.1.1.	Written wire transfer instructions for all payments to be made by the Company to Seller in the
Closing.



 


		2.2.1.2.	Sufficient evidence to demonstrate that the Shares will be delivered to the Company in the Closing.



 


2.2.2.     At or
prior to the Closing, Seller shall deliver, or cause to be delivered, to the Company:


 


		2.2.2.1.	All stock certificates for the Shares, together with duly executed irrevocable stock powers or
other instruments of transfer satisfactory to the Company.



 


		2.2.2.2.	All other documents, instruments and writings required, reasonably requested, or contemplated to
be delivered by Seller at or prior to the Closing pursuant to this Agreement or otherwise in connection with the transaction contemplated
by this Agreement.



 


2.3.     Deliveries by the Company.
At or prior to the Closing, the Company shall deliver, or cause to be delivered, to Seller:


 


2.3.1.     The Cash Purchase Price in
immediately available funds payable to Seller.


 


2.3.2.     Stock certificates representing
the Preferred Shares.


 


2.3.3.     A certified copy of the Articles
Supplementary as filed with and accepted for record by the State Department of Assessments and Taxation of Maryland.


 


2.3.4.     All other documents, instruments,
and writings required, reasonably requested, or contemplated to be delivered by the Company at or prior to the Closing pursuant
to this Agreement or otherwise in connection with the transaction contemplated by this Agreement.


 






    	2



    	 



    



 


		3.	Representations and Warranties of Seller. Seller
represents and warrants to the Company as follows:



 





3.1.     Ownership of the Shares.
Seller is the sole owner of the Shares, Seller has no warrants, options, or other securities or agreements entitling her to acquire
additional shares of any class or series of stock of the Company other than the Preferred Shares, and the Shares will be conveyed
to the Company free and clear of any liens or encumbrances. Seller represents and warrants that she has not transferred or assigned
the Shares or any interest therein to any other person, and no other person has any right, title, or interest in or to the Shares
by operation of law or otherwise.


 


3.2.     Authorization
and Enforceability. Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to consummate
the transaction contemplated hereby. The Agreement constitutes a valid and binding obligation of Seller fully enforceable in accordance
with its terms.


 


3.3.     Brokerage
Fees. Seller is not as of the date hereof, and will not become, a party to any agreement, arrangement or understanding with
any Person which could result in the Company having any obligation or liability for any brokerage fees, commissions, underwriting
discounts or other similar fees or expenses relating to the transaction contemplated by this Agreement. “Person” shall
mean any individual, corporation, company, association, partnership, limited liability company, joint venture, trust or unincorporated
organization, or a government or any agency, or political subdivision thereof.


 


3.4.     Restrictions
on Transferability of the Preferred Shares. Seller understands that the Preferred Shares are restricted securities within the
meaning of Rule 144 promulgated under the Securities Act of 1933; that there is no public trading market for the Preferred Shares
and the Company has no obligation or current intention to take action to facilitate the listing or quotation of the Preferred Shares
in any public trading market; and that the Preferred Shares have not been registered under the Securities Act of 1933 or the securities
laws of any state and the Company has no obligation or current intention to register the Preferred Shares, such that the Preferred
Shares must be held indefinitely unless they are subsequently registered or, in the opinion of counsel reasonably acceptable to
the Company, a sale or transfer may be made without registration under Federal and state securities laws. Seller agrees that any
certificate representing the Preferred Shares may bear a legend restricting the transfer of any of the Preferred Shares in a manner
generally consistent with the foregoing.


 


3.5.     Additional
Seller Representations. Seller makes the following representations and warranties to the Company:


 


3.5.1.     Investigation.
Seller, including her agents and advisors, has been given an opportunity to ask questions about the Company and the Preferred
Shares, has received all information that Seller, including her agents and advisors, feels is necessary to evaluate the merits
and risks of the transaction contemplated by this Agreement, including the Preferred Shares, and has been given access to any information
that the Company possesses or can acquire without unreasonable effort or expense that Seller, including her agents and advisors,
feels is necessary or appropriate to verify the accuracy of information furnished by the Company.


 






    	3



    	 



    
   


3.5.2.     No
Warranty. Seller understands that no representation or warranty as to the value of the Company, the Company’s
business or financial condition, the Shares, or the Preferred Shares has been or is being made by or on behalf of the Company.


 


3.5.3.     Opportunity
to Consult. Seller acknowledges that she has had the opportunity to consult with attorneys, accountants, and other advisors
regarding the transaction contemplated by this Agreement. In reaching a determination to enter into this Agreement, Seller has
relied solely upon independent investigations by Seller, or by Seller’s agents and advisors. Seller has sought and received,
to the extent deemed necessary or appropriate, professional advice with respect to tax and investment aspects and merits and risks
of the transaction contemplated by this Agreement, including the tax effects and the appropriateness of the transaction contemplated
by this Agreement in light of Seller’s unique circumstances, and is not relying on the Company or its officers, directors,
or other agents and advisors for such advice and such advice has not been provided.


 


3.5.4.     Voluntary.
Seller is selling the Shares and entering into this Agreement voluntarily, based on Seller’s own judgment and evaluation,
and is not relying on any verbal or written representations of the Company or any agent of the same regarding the transaction contemplated
by this Agreement or the value of the Shares or the Preferred Shares except as set forth in this Agreement.


 


		4.	Representations and Warranties of the Company.
The Company represents and warrants to Seller as follows:



 


4.1.     Organization;
Good Standing; Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of
the state of Maryland. The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement
and consummate the transaction contemplated by this Agreement.


 


4.2.     Authorization
of Agreement and Enforceability.  This Agreement has been duly and validly authorized, executed, and delivered on behalf of
the Company and constitutes a valid and binding obligation of the Company, fully enforceable in accordance with its terms.


 


4.3.     Valid Issuance.
The Preferred Shares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration
set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable, will be free of any liens, claims,
charges or encumbrances, will be free of any restrictions on transfer, other than restrictions on transfer under this Agreement
and under applicable state and federal securities laws and will have been issued in reliance upon an exemption from the registration
requirements of and will not result in a violation of the Securities Act of 1933.


 


4.4.     Brokerage
Fees. The Company is not as of the date hereof, and will not become, a party to any agreement, arrangement or understanding
with any Person which could result in Seller having any obligation or liability for any brokerage fees, commissions, underwriting
discounts or other similar fees or expenses relating to the transaction contemplated by this Agreement.


 



    	4



    	 



    

 


4.5.     Effect of
Agreement. The execution, delivery, and performance of this Agreement by the Company and the consummation of the transaction
contemplated hereby will not, with or without the giving of notice or the lapse of time, or both:


 


4.5.1.     violate
any provision, law, statute, rule, or regulation to which the Company is subject;


 


4.5.2.     violate
any judgment, order, writ, or decree of any court, arbitrator, or governmental agency applicable to the Company;


 


4.5.3.     conflict
with the Company’s charter or bylaws in effect on the Closing Date; or


 


4.5.4.     require
the consent, authorization, or approval of any person, including, but not limited to, any governmental body, that has not been
received prior to the Closing.


 


4.6.     Information
Concerning the Company. The Company is a publicly-held company subject to reporting requirements under the Securities Exchange
Act of 1934 (the “1934 Act”) and has filed all reports required to be filed under the 1934 Act since January 1, 2011.


 


		5.	Conditions Precedent to Closing.



 


5.1.     Conditions
Precedent to the Company’s Obligations.  The obligation of the Company to consummate the transaction contemplated by
this Agreement shall be subject to the fulfillment of each of the following conditions, any one or portion of which may be waived
in writing by the Company:


 


5.1.1.     The
representations and warranties made in this Agreement by Seller shall be true and correct in all respects on the Closing Date as
fully as though such representations and warranties had been made on and as of the Closing Date.


 


5.1.2.     The
opinion the Company has received from the Company’s financial advisor that the transaction contemplated by this Agreement
is fair from a financial point of view to the Company shall not have been withdrawn on or prior to the Closing Date due to events
that are both unrelated to the transaction contemplated by this Agreement and outside of the control of the Company.


 


5.1.3.     No temporary
restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal
restraint or prohibition preventing the Company from consummating the transactions contemplated by the Agreement shall be in effect
and no action seeking such relief shall be pending, and no claim or demand shall have been made as to which Seller would be entitled
to indemnification under Section 7.2.1(ii) of this Agreement.


 


5.2.     Condition
Precedent to Seller’s Obligations. The obligation of Seller to consummate the transaction contemplated by this Agreement
shall be subject to the fulfillment of the following conditions, which may be waived in writing by Seller:


 



    	5



    	 



    

 


5.2.1.     The
representations and warranties made in this Agreement by the Company shall be true and correct in all respects on the Closing Date
as fully as though such representations and warranties had been made on and as of the Closing Date.


 


5.2.2.     No temporary
restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of the transactions contemplated by the Agreement shall be in effect and no
action seeking such relief shall be pending.


 


6.              Standstill. Beginning with the Closing Date and
ending on May 31, 2014 (the “Standstill Period”), except with the prior written consent of the Company, Seller shall
not (a) solicit proxies or the written consent of any of the Company’s stockholders; (b) make any public statement with
respect to nomination or election of any director, removal of any member of the Board of Directors, or any proposal in opposition
to the Board of Directors or management of the Company; (c) submit a request for a special meeting of the Company’s stockholders;
or (d) make a public announcement with respect to any tender offer or exchange offer, merger, or other business combination involving
the Company that has not been approved by the Board of Directors of the Company.


 


7.              Indemnification. 


 


7.1.     Indemnification
by Seller.


 


7.1.1.     Seller
shall indemnify and hold the Company harmless at all times after the date of this Agreement for, from and against any loss or damages
resulting from any breach of a covenant, obligation, representation, or warranty on the part of Seller under this Agreement or
from intentional misconduct, fraud, or criminal violation of law by Seller.


 


7.1.2.     Seller
shall reimburse the Company on demand for any payment made by the Company at any time after the Execution Date with respect to
any liability or claim to which the foregoing indemnity relates, subject to the Company’s compliance with Section 7.1.3 below.


 


7.1.3.     Seller’s
obligation to indemnify and hold the Company harmless shall be conditioned upon the Company giving Seller notice in writing of
the claimed breach and a reasonable opportunity to cure or mitigate said breach after receipt of said written notice.


 


7.2.     Indemnification
by the Company. 


 


7.2.1.     The
Company shall indemnify and hold Seller harmless at all times after the date of this Agreement for, from and against (i) any loss
or damages resulting from any breach of a covenant, representation, or warranty on the part of the Company under this Agreement,
and (ii) any and all claims, demands, losses, damages, suits, judgments and expenses of any nature arising under or related to
(A) this Agreement, other than claims or demands described in Section 7.1.1 above or (B) intentional misconduct, fraud, or criminal
violation of law by the Company.


 



    	6



    	 



    

 


7.2.2.     The
Company shall reimburse Seller on demand for any payment made by Seller at any time after the Execution Date with respect to any
liability or claim to which the foregoing indemnity relates, subject to Seller’s compliance with Section 7.2.3 below.


 


7.2.3.     The
Company’s obligation to indemnify and hold Seller harmless shall be conditioned upon Seller’s giving the Company prompt
notice in writing of the facts and circumstances giving rise to a claim for indemnity and, if applicable, a reasonable opportunity
to cure or mitigate any breach after receipt of said written notice, and the Company's being permitted to control the response
to and any payment, settlement or defense of any third-party claim as to which indemnity is sought; provided that any such settlement
shall not impose any obligation on Seller without her prior written consent.


 


8.              Releases.


 


8.1.     By Seller.
Seller, on her own behalf, and on behalf of her affiliates, successors and assigns, does hereby remise, release, and forever discharge
the Company, and the Company’s agents, advisors, representatives, attorneys, successors, subsidiaries, affiliates, nominees,
directors, officers, employees, stockholders, independent contractors, and insurers (collectively, the “Seller’s Releasees”),
of and from any and all manner of actions and causes of action, suits, debts, claims, and demands whatsoever, in law or in equity,
whether known or unknown, which the Seller ever had, now has, or may in the future have, or which all or any of the heirs, executors,
administrators, successors, or assigns of Seller hereafter can, shall, or may have, against the Seller’s Releasees for or
by reason of any cause, matter, or thing whatsoever as it relates to or arises out of actions or events occurring prior to the
Closing Date. Nothing in the language of this Section 8.1 shall prevent any party to this Agreement from enforcing the terms
of this Agreement or any of the documents contemplated by Section 2, if there should be a breach or default of any such agreement.


 


8.2.     By the Company.
The Company, on its own behalf, and on behalf of its affiliates, successors and assigns, does hereby remise, release, and forever
discharge Seller and her agents, advisors, representatives, attorneys, successors, affiliates, heirs, nominees, employees, executors,
administrators, trustees, independent contractors, and insurers (collectively, the “Company’s Releasees”),
of and from any and all manner of actions and causes of action, suits, debts, claims, and demands whatsoever, in law or in equity,
whether known or unknown, which the Company ever had, now has, or may in the future have, or which all or any of the subsidiaries,
affiliates, directors, officers, employees, agents, representatives, successors, or assigns of the Company hereafter can, shall,
or may have, against the Company’s Releasees for or by reason of any cause, matter, or thing whatsoever as it relates to
or arises out of actions or events occurring prior to the Closing Date. Nothing in the language of this Section 8.2 shall
prevent any party to this Agreement from enforcing the terms of this Agreement or any of the documents contemplated by Section 2,
if there should be a breach or default of any such agreement.


 



    	7



    	 



    

 


9.              Miscellaneous. 


 


9.1.     Further
Actions.  The parties will execute such further documents and take such further actions as may be reasonably requested by the
other in order to effect the transactions contemplated by this Agreement.


 


9.2.     Attorneys’
Fees. In the event it is necessary for any party hereto to institute suit in connection with this Agreement or breach thereof,
the prevailing party in such suit shall be entitled to reimbursement for its reasonable costs, expenses and attorneys’ fees
incurred.


 


9.3.     Survival
of Representations and Warranties. The representations, warranties, covenants, and agreements set forth in this Agreement,
and any other written representation and any ancillary document, are contingent on and shall survive the Closing.


 


9.4.     Assignment.
This Agreement shall not be assigned by any party hereto without prior written consent of the other party.


 


9.5.     Binding
on Successors and Permitted Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and Seller
and their respective successors, heirs, devisees, transferees, and permitted assigns.


 


9.6.     Governing
Law; Venue; Injunctive Relief.  This Agreement shall be governed by and construed in accordance with the laws of the State
of Washington, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. Any legal action
by or against Seller or the Company relating to this Agreement shall be instituted and determined exclusively in the federal courts
located in the State of Washington, to the jurisdiction of which each party hereby expressly and unconditionally and irrevocably
agrees to submit. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, and
to specifically enforce the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.


 


9.7.     Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall as to such jurisdiction be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity
or enforcement of any such provision in any other jurisdiction. To the extent permitted by applicable law, the parties waive any
provision of law which renders any provision hereof prohibited or unenforceable in any respect.


 


9.8.     Waiver.
No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.


 


9.9.     Entire Agreement;
Amendment. This Agreement comprises the entire agreement of the parties with respect to the matters addressed herein, and supersedes
all prior oral and written agreements of the parties and all discussions, correspondence or other communications with respect to
such matters. This Agreement may not be amended or modified, except by written agreement of the parties. No provision of this Agreement
may be waived, except in writing, and only in the specific instance and for the specific purposes for which given.


 



    	8



    	 



    

 


9.10.     Headings.
The headings used in this Agreement are solely for convenience of reference, are not part of this Agreement, and are not to be
considered in construing or interpreting this Agreement.


 


9.11.     Costs.
The Company and Seller shall each bear their respective expenses and legal fees incurred with respect to this Agreement and
the transaction contemplated herein. 


 


9.12.     Signatures. 
This Agreement may be signed in counterparts.  A fax transmission of a signature page will be considered an original signature
page.  At the request of a party, the other party will confirm a fax-transmitted signature page by delivering an original
signature page to the requesting party.


 


[SIGNATURE
PAGE FOLLOWS.] 


 



    	9



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Stock Repurchase Agreement effective on the day and year first herein written.


 


	SELLER:	 	COMPANY:
	 	 	 
	 	 	Barrett Business Services, Inc.
	 	 	 
	/s/ Nancy B. Sherertz by George C. Spencer,	 	 
	attorney-in fact under power of attorney	 	 
	Dated March 1, 2012	 	By:	/s/ Michael L. Elich
	Nancy B. Sherertz	 	Name:	Michael L. Elich
	 	 	Title:	President and Chief
	 	 	 	Executive Officer


  



    	 



    	 



    

  


EXHIBIT A


 


FORM OF ARTICLES SUPPLEMENTARY


SERIES A NONCONVERTIBLE, NON-VOTING REDEEMABLE
PREFERRED STOCK


 


Barrett Business Services, Inc., a Maryland
corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:


 


FIRST: Under the authority contained
in Article III of the Charter of the Corporation (the “Charter”), the Board of Directors (the “Board”),
by duly adopted resolutions, classified and designated 50,000 shares of authorized but unissued Preferred Stock (as defined in
the Charter), $0.01 par value per share, of the Corporation as shares of Series A Nonconvertible, Non-Voting Redeemable Preferred
Stock (the “Series A Preferred Stock”), with the following preferences or other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption, which, upon any restatement
of the Charter, shall become part of Article III of the Charter, with any necessary and appropriate renumbering or relettering
of the sections or subsections hereof.


 


“Series A Nonconvertible, Non-Voting
Redeemable Preferred Stock


 


(1) Designation and Number. A series of Preferred
Stock, designated the “Series A Nonconvertible, Non-Voting Redeemable Preferred Stock” (the “Series A Preferred
Stock”), is hereby established. The number of shares of the Series A Preferred Stock shall be 50,000.


 


(2) Rank. The Series A Preferred Stock shall,
with respect to rights to the payment of dividends and the distributions of assets upon the liquidation, dissolution, or winding
up of the Corporation, rank (a) senior to all classes or series of Common Stock (as defined in the Charter) and any other class
or series of stock of the Corporation if the holders of the Series A Preferred Stock are entitled to receive dividends or amounts
distributable upon the liquidation, dissolution, or winding up of the Corporation or redemption in preference or priority to the
holders of shares of such class or series (the “Junior Stock”); (b) on a parity with any class or series of stock of
the Corporation if the holders of such class or series of stock and the Series A Preferred Stock are entitled to receive dividends
and amounts distributable upon the liquidation, dissolution, or winding up of the Corporation or redemption in proportion to their
respective amounts of accumulated, accrued, and unpaid dividends per share or liquidation preferences, without preference or priority
of one over the other (the “Parity Stock”); and (c) junior to any class or series of stock of the Corporation if holders
of such class or series are entitled to receive dividends and amounts distributable upon the liquidation, dissolution, or winding
up of the Corporation or redemption in preference or priority to the holders of the Series A Preferred Stock (the “Senior
Stock”).


 


(3) Dividends.


 


(a) Subject to the preferential rights
of holders of any class or series of Senior Stock, holders of the outstanding shares of Series A Preferred Stock shall be entitled
to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of funds legally available for
the payment of dividends, if applicable, cumulative preferential dividends at the rate of 5% per annum based on the $1,000 liquidation
preference (as may be adjusted in accordance with Section 7) with such rate increasing by 2% on each April 1 beginning April 1,
2013, until all of the outstanding shares of Series A Preferred Stock are redeemed as provided in Section 5. Such dividends shall
accrue from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall be
payable semi-annually in arrears on or before March 31 and September 30 of each year (each a “Dividend Payment Date”);
provided, however, that if any Dividend Payment Date is not a Business Day (as defined below), then the dividend which would
otherwise have been payable on such Dividend Payment Date may be paid on the following Business Day with the same force and effect
as if paid on such Dividend Payment Date. Any dividend payable on the Series A Preferred Stock for any partial dividend period
will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “dividend period” shall mean,
with respect to the first “dividend period,” the period from and including the Original Issue Date to and including
the first Dividend Payment Date, and with respect to each subsequent “dividend period,” the period from, but excluding,
a Dividend Payment Date to and including the next succeeding Dividend Payment Date or other date as of which accrued dividends
are to be calculated.


 



    	A-1



    	 



    

 


(b) No dividends shall be declared or
paid or funds set apart for the payment of dividends by the Corporation or other distributions on any Common Stock or other Junior
Stock for any period (other than dividends or other distributions payable in shares of Common Stock or other Junior Stock or in
options, warrants or rights to subscribe for or purchase any shares of Common Stock or other Junior Stock and which options, warrants
or rights do not entitle the holder thereof to rights to dividends, amounts distributable upon the liquidation, dissolution, or
winding up of the Corporation or redemption on parity with or senior to the Series A Preferred Stock), and no shares of Common
Stock or other Junior Stock may be repurchased, redeemed or otherwise retired, nor may funds be set apart for such payment, repurchase,
redemption or retirement, unless all accrued and unpaid dividends in respect of the Series A Preferred Stock have been paid or
set apart for such payment on the Series A Preferred Stock for all prior dividend periods.


 


(c) Dividends shall be payable, at the
sole option of the Corporation, either (i) in cash, (ii) by issuance of additional shares of Series A Preferred Stock (including
fractional shares) having an aggregate Liquidation Preference equal to the amount of the dividend to be paid, or (iii) in any combination
thereof. All dividends paid with respect to shares of Series A Preferred Stock, whether in cash or shares of Series A Preferred
Stock, shall be made pro rata among the holders of Series A Preferred Stock based on the aggregate accrued but unpaid dividends
on the shares held by each such holder. If and when any shares are issued under this Section 3(c) for the payment of accrued dividends,
such shares shall be validly issued and outstanding and fully paid and nonassessable.


 


(d) No dividends on shares of Series A
Preferred Stock shall be declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms
and provisions of any existing written agreement between the Corporation and any other party, including any existing agreement
relating to its indebtedness, (i) prohibit or impose any penalty on such declaration, payment or setting apart for payment or (ii)
provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder,
or if such declaration or payment shall be restricted or prohibited by law.


 


(e) Notwithstanding the foregoing, dividends
on the Series A Preferred Stock shall accumulate, whether or not the terms and provisions set forth in Section 3(d) hereof at any
time prohibit the current payment of dividends, whether or not there are funds legally available for the payment of such dividends
and whether or not dividends are declared.


 


(f) Notwithstanding the foregoing, no
dividend will be declared or paid with respect to shares of the Series A Preferred Stock that are redeemed prior to the elapse
of six months from the Original Issue Date (for avoidance of doubt, such date being __________). 


 


(g) For purposes of these Articles Supplementary,
“Business Day” shall mean any day on which a bank doing business in the State of Washington is not permitted to be
closed.


 


(4) Liquidation Preference.


 


(a) Upon any voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation, the holders of the Series A Preferred Stock then outstanding are entitled
to be paid, or have the Corporation declare and set apart for payment, out of the assets of the Corporation legally available for
distribution to its stockholders, before any distribution of assets is made to holders of any Junior Stock, a liquidation preference
per share of Series A Preferred Stock equal to the sum of (i) $1,000.00 (as may be adjusted in accordance with Section 7) and (ii)
all accrued and unpaid dividends (the “Liquidation Preference”).


 



    	A-2



    	 



    

 


(b) In the event that, upon any such voluntary
or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the full
amount of the Liquidation Preference on all outstanding shares of Series A Preferred Stock and all shares of Parity Stock, then
the holders of the Series A Preferred Stock and all holders of such Parity Stock shall share ratably in any such distribution of
assets in proportion to the full liquidation preference to which they would otherwise be respectively entitled.


 


(c) After payment of the full amount of
the Liquidation Preference to which they are entitled, the holders of Series A Preferred Stock will have no right or claim to any
of the remaining assets of the Corporation.


 


(d) Upon the Corporation’s provision
of written notice as to the effective date of any such liquidation, dissolution or winding up of the Corporation, accompanied by
a check in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Stock is entitled,
the Series A Preferred Stock shall no longer be deemed outstanding shares of stock of the Corporation and all rights of the holders
of such shares will terminate. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series
A Preferred Stock at the respective mailing addresses of such holders as the same shall appear on the stock transfer records of
the Corporation.


 


(e) In determining whether a distribution
(other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of the Corporation’s
equity securities is permitted under Maryland law, no effect shall be given to amounts that would be needed, if the Corporation
were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose
preferential rights on dissolution are superior to those receiving the distribution.


 


(f) The consolidation or merger of the
Corporation with or into any other business enterprise or of any other business enterprise with or into the Corporation, or the
sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, shall not constitute a liquidation,
dissolution or winding up of the Corporation.


 


(5) Redemption.


 


(a) Mandatory Redemption. At the earlier
of (such earlier date, the “Mandatory Redemption Date”) (i) the fifth anniversary of the Original Issue Date, or (ii)
a Change of Control (as defined below), the Corporation, to the extent that it has funds legally available therefor shall redeem
all of the outstanding shares of the Series A Preferred Stock for cash at a redemption price per share of Series A Preferred Stock
(the “Redemption Price”) equal to $1,000.00 (as may be adjusted in accordance with Section 7) plus all accrued and
unpaid dividends thereon up to and including the Mandatory Redemption Date.


 


A “Change of Control” means,
after the Original Issue Date, in one or a series of related transactions:


 


(i) (A) the acquisition by any person, including
any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), of “beneficial ownership” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a person or group shall be deemed to have beneficial ownership of all shares of voting stock that such person
or group has the right to acquire regardless of when such right is first exercisable), directly or indirectly, of stock of the
Corporation entitling that person to exercise more than 50% of the total voting power of all stock of the Corporation entitled
to vote generally in the election of the Corporation’s directors; and (B) following the closing of any transaction referred
to in (A), neither the Corporation nor the acquiring or surviving entity has a class of common securities (or American Depositary
Receipts representing such securities) listed on the New York Stock Exchange (the “NYSE”), the NYSE Amex Equities (the
“NYSE Amex”), or the NASDAQ Stock Market (“NASDAQ”), or listed or quoted on an exchange or quotation system
that is a successor to the NYSE, the NYSE Amex or NASDAQ; or


 


(ii) the sale, lease or conveyance of all
or substantially all of the assets or business of the Corporation.


 



    	A-3



    	 



    

 


(b) Optional Redemption. At any time before
the Mandatory Redemption Date, the Corporation, at its option, may redeem shares of the Series A Preferred Stock, in whole or in
part, for the Redemption Price. If less than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the
shares of Series A Preferred Stock to be redeemed may be selected by any equitable method determined by the Board provided that
such method does not result in the creation of fractional shares.


 


(c) Procedure for Redemption.


 


(i) Upon the Corporation’s written
notice as to the effective date of the redemption, accompanied by payment in immediately available U.S. funds of the amount of
the full Redemption Price through such effective date to which each record holder of shares of Series A Preferred Stock to be redeemed
is entitled, shares of the Series A Preferred Stock shall be redeemed and shall no longer be outstanding shares of stock of the
Corporation and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage
pre-paid, to each record holder of the shares of Series A Preferred Stock to be redeemed at the respective mailing address of such
holder as the same shall appear on the stock transfer records of the Corporation. No failure to give such notice or any defect
therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred
Stock except as to the holder to whom notice was defective or not given.


 


(ii) In addition to any information required
by law or by the applicable rules of any exchange upon which Series A Preferred Stock may be listed or admitted to trading, such
notice shall state: (A) the redemption date; (B) the Redemption Price; (C) the place or places where the shares of Series A Preferred
Stock are to be surrendered (if so required in the notice) for payment of the Redemption Price in immediately available U.S. funds
(if not otherwise included with the notice); and (D) that dividends on the shares to be redeemed will cease to accrue on the redemption
date if payment accompanies the notice or, if not, on the date funds are set aside for payment. If less than all of the shares
of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number
of shares of Series A Preferred Stock held by such holder to be redeemed.


 


(iii) If notice of redemption of any shares
of Series A Preferred Stock has been given and if the funds necessary for such redemption have been set apart by the Corporation
for the benefit of the holders of any shares of Series A Preferred Stock so called for redemption, then, from and after the date
funds have been set apart for payment of the Redemption Price, dividends will cease to accrue on such shares of Series A Preferred
Stock, such shares of Series A Preferred Stock shall no longer be outstanding and all rights of the holders of such shares will
terminate, except the right to receive the Redemption Price therefor. If the Corporation shall so require and the notice of redemption
shall so state, holders of Series A Preferred Stock to be redeemed shall surrender the certificates representing such Series A
Preferred Stock, to the extent that such shares are certificated, at the place designated in such notice and, upon surrender in
accordance with said notice of the certificates representing shares of Series A Preferred Stock so redeemed (properly endorsed
or assigned for transfer, if the Corporation shall so require and the notice shall so state), such shares of Series A Preferred
Stock shall be redeemed by the Corporation at the Redemption Price. In case less than all of the shares of Series A Preferred Stock
represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed
shares of Series A Preferred Stock without cost to the holder thereof. In the event that the shares of Series A Preferred Stock
to be redeemed are uncertificated, such shares shall be redeemed in accordance with the notice and no further action on the part
of the holders of such shares shall be required.


 


(iv) The deposit of funds with a bank
or trust company for the purpose of redeeming Series A Preferred Stock shall be irrevocable except that:


 



    	A-4



    	 



    

 


(A) the Corporation shall be entitled
to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and
the holders of any shares redeemed shall have no claim to such interest or other earnings; and


 


(B) any balance of monies so deposited
by the Corporation and unclaimed by the holders of the Series A Preferred Stock entitled thereto at the expiration of two years
from the applicable redemption date shall be repaid, together with any interest or other earnings thereon, to the Corporation,
and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the
Corporation for payment of the Redemption Price without interest or other earnings.


 


(6) Voting Rights. Holders of the Series A
Preferred Stock will not have any voting rights, except that, so long as any shares of Series A Preferred Stock remain outstanding,
the Corporation shall not, without the affirmative vote of the holders of at least 85% of the Series A Preferred Stock outstanding
at the time voting as a separate class, (A) amend, alter or repeal the provisions of the Charter (by amendment, merger or otherwise)
in such a way that would materially and adversely affect the powers, special rights, preferences, or privileges of the Series A
Preferred Stock or the holders thereof, or (B) create or authorize the creation of (by amendment, merger, or otherwise) or issue
or incur any obligation to issue any Series A Preferred Stock (other than as provided in Section 3(c)) or any Senior Stock or Parity
Stock (or other securities, including notes, debentures or bonds, convertible into or exchangeable for Senior Stock or Parity Stock),
which by their terms shall be redeemable at any time when any shares of Series A Preferred Stock are issued and outstanding.


 


(7) Adjustment for Stock Splits and Reverse
Stock Splits. If outstanding shares of the Series A Preferred Stock shall be divided into a greater number of shares of Series
A Preferred Stock or into other securities of the Corporation convertible into or exchangeable for shares of Series A Preferred
Stock, then the Liquidation Price and Redemption Price, each as in effect immediately prior to such division, shall, simultaneously
with the effectiveness of such division, be proportionately reduced. Conversely, if outstanding shares of the Series A Preferred
Stock shall be combined into a smaller number of shares of Series A Preferred Stock or into other securities of the Corporation
convertible into or exchangeable for shares of Series A Preferred Stock, then the Liquidation Preference and Redemption Price,
each as in effect immediately prior to such combination, shall, simultaneously with the effectiveness of such combination be proportionately
increased. Any adjustment to the Liquidation Preference or Redemption Price under this Section 7 shall become effective
at the close of business on the date the subdivision or combination referred to herein becomes effective.


 


(8) Exclusion of Other Rights. The shares
of Series A Preferred Stock are not convertible into or exchangeable for any other property or securities of the Corporation. The
Series A Preferred Stock shall have no preemptive or subscription rights. The Series A Preferred Stock shall not have any preferences
or other rights other than those specifically set forth herein.”


 


SECOND: The Series A Preferred Stock
has been classified and designated by the Board under the authority contained in the Charter.


 


THIRD: These Articles Supplementary
have been approved by the Board in the manner and by the vote required by law. No stockholder of the Corporation has any voting
rights with respect to these Articles Supplementary.


 


FOURTH: The undersigned acknowledges
these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified
under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are
true in all material respects and that this statement is made under the penalties of perjury.


 



    	A-5



    	 



    

 


IN WITNESS WHEREOF, the Corporation has caused
these Articles Supplementary to be signed in its name and on its behalf by its President and Chief Executive Officer and attested
to by its Secretary on this ___ day of ______, 2012. 


 


	ATTEST:	 	BARRETT BUSINESS SERVICES, INC.
	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:


  








    	A-6