Exhibit 10.27


 


July     , 2008


 


Deutsche Bank Securities Inc. 

As representative of the Underwriters

60 Wall Street

New York, NY 10005


 


Ladies & Gentlemen:


 


The undersigned understands that you, as the
representative of the several underwriters (the “Representative”), propose to
enter into an Equity Underwriting Agreement (the “Underwriting
Agreement”) with Shuffle Master, Inc., a Minnesota corporation
(the “Company”),
providing for the offering (the “Offering”) by
the several underwriters, including the Representative (the “Underwriters”), of
shares of common stock, par value $.01, of the Company (the “Common Stock”).


 


To induce the Underwriters to continue their
efforts in connection with the Offering, the undersigned hereby agrees that,
without the prior written consent of Deutsche Bank Securities Inc., it will
not, for a period of 90 days after the date of the prospectus relating to the Offering,
directly or indirectly, offer, sell, pledge, contract to sell (including any
short sale), grant any option to purchase or otherwise dispose of any shares of
Common Stock or enter into any hedging transaction relating to the Common Stock
or make any demand for or exercise any right with respect to, the registration
of any shares of Common Stock or any securities convertible into or exercisable
or exchangeable for Common Stock.  Notwithstanding the foregoing, if (1) during
the last 17 days of the 90-day restricted period, the Company issues an
earnings release or material news or a material event relating to the Company
occurs; or (2) prior to the expiration of the 90-day restricted period,
the Company announces that it will release earnings results during the 16-day
period beginning on the last day of the 90-day period, the restrictions imposed
by this Letter Agreement shall continue to apply until the expiration of the
18-day period beginning on the issuance of the earnings release or the
occurrence of the material news or material event, as applicable, unless Deutsche
Bank Securities Inc. waives, in
writing, such extension.


 


The undersigned agrees that the Company may,
and that the undersigned will, (i) with respect to any shares of Common
Stock or other Company securities for which the undersigned is the record
holder, cause the transfer agent for the Company to note stop transfer
instructions with respect to such securities on the transfer books and records
of the Company and (ii) with respect to any shares of Common Stock or
other Company securities for which the undersigned is the beneficial holder but
not the record holder, cause the record holder of such securities to cause the
transfer agent for the Company to note stop transfer instructions with respect
to such securities on the transfer books and records of the Company.


 


In addition, the undersigned hereby waives
any and all notice requirements and rights with respect to registration of
securities pursuant to any agreement, understanding or otherwise 


 


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setting forth
the terms of any security of the Company held by the undersigned, including any
registration rights agreement to which the undersigned and the Company may be
party, provided that such waiver shall apply only to
the proposed Offering, and any other action taken by the Company in connection
with the proposed Offering.


 


Notwithstanding the foregoing, the
undersigned may transfer the undersigned’s shares of Common Stock (i) as a
bona fide gift or gifts, provided that the donee or donees thereof agree to be bound
in writing by the restrictions set forth herein, (ii) to any trust for the
direct or indirect benefit of the undersigned or the immediate family of the
undersigned, provided that the trustee of such
trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a
disposition for value, or (iii) with the prior written consent of Deutsche
Bank Securities Inc.  For purposes of
this letter agreement, “immediate family” shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin. In addition,
notwithstanding the foregoing, if the undersigned is a corporation, the corporation
may transfer share of Common Stock of the Company to any wholly owned
subsidiary of such corporation; provided however,
that in any such case, it shall be a condition to the transfer of such that (i) the
transferee execute an agreement stating that the transferee is receiving and
holding such Common Stock subject to the provisions of this letter agreement
and (ii) there shall be no further transfer of such Common Stock except in
accordance with this agreement, provided further that
any such transfer shall not involve a disposition for value.


 


The undersigned hereby represents and
warrants that the undersigned has full power and authority to enter into this
letter agreement.  All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.


 


	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  



 


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