STIPULATION AND ORDER OF VOLUNTARY DISMISSAL WITH PREJUDICE PURSUANT TO FED. R. CIV. P. 41(a)(1)

KENT J. DAWSON, District Judge.

TO: ALL PARTIES AND THEIR COUNSEL OF RECORD

WHEREAS, on September 7, 2007, Plaintiff Pirelli Armstrong Tire Corporation Retiree Medical Benefits Trust filed the above-captioned action in this District;

WHEREAS, on September 17, 2007, a second derivative action was filed in this District and captioned Hodgkins, et al. v. Shuffle Master, Inc., et al., Case No. 2:07-cv-01263-KJD-GWF;

WHEREAS, on November 9, 2007, the Court entered an Order consolidating the two above-referenced derivative cases (collectively, the "Action") and appointing the law firm of Coughlin Stoia Geller Rudman & Robbins LLP, now known as Robbins Geller Rudman & Dowd LLP, as Lead Counsel in the Action;

WHEREAS, on July 20, 2010, the Parties entered into a Stipulation of Settlement (the "Settlement") resolving the Action as well as a related state court derivative case pending in the Eighth Judicial District Court for the State of Nevada captioned Denham v. Yoseloff, et al., A-09-603275-C (the "State Derivative Action"), approval of which was pursued in the State Derivative Action;

WHEREAS, the state court in the State Derivative Action entered an order preliminarily approving the proposed Settlement on September 3, 2010;

WHEREAS, Shuffle Master, Inc. ("Shuffle Master") gave notice to shareholders pursuant to the terms of the preliminary approval order by filing a Form 8-K with the Securities and Exchange Commission, with a copy of the Notice of Settlement attached thereto, and by posting and maintaining the Notice of Settlement and the Stipulation on Shuffle Masters' public website;

WHEREAS, on October 26, 2010, the state court gave final approval to the Settlement and entered judgment thereon (a copy of the judgment and order is attached as Exhibit 1);

WHEREAS, pursuant to the terms of the Settlement, Plaintiff hereby seeks dismissal with prejudice of the Action without costs to any party;

WHEREAS, no defendant in this Action has answered or filed for summary judgment; and

WHEREAS, pursuant to Fed. R. Civ. P. 23.1, this derivative action may only be dismissed with the Court's approval.

NOW, THEREFORE, NOTICE IS HEREBY GIVEN that, pursuant to Fed. R. Civ. P. 41(a)(1), Plaintiff voluntarily dismisses the Action with prejudice and respectfully requests the Court to order the same.

ORDER

IT IS SO ORDERED.