Agreement... relating to certain distributions



 Exhibit 10.44 
  
 AGREEMENT 
  
 AGREEMENT (the “Agreement”), dated as of July 30, 2004, among Cambridge Display Technology, Inc., a Delaware corporation (the
“Company”), Kelso Investment Associates VI, L.P., a Delaware limited partnership, KEP VI, LLC, a Delaware limited liability company, Hillman Capital Corporation, a Delaware corporation, Hillman CDT LLC, a Delaware limited liability
company, and Hillman CDT 2000 LLC, a Delaware limited liability company (collectively, the “Stockholders”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Company anticipates filing a registration statement in connection with the underwritten initial public offering
of the common stock of the Company (the “IPO”); 
  
 WHEREAS, the Stockholders are entities that have various investors; and 
  
 WHEREAS, the parties agree that it is in the parties’ best interests that an orderly market for the common stock be maintained following the IPO. 
  
 NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, and agreeing to be legally bound, the parties hereby agree as follows: 
  
 1. No Distribution. From the date hereof until the 18-month anniversary of the consummation of the IPO, each of the Stockholders agrees not to distribute the
common stock of the Company to its respective investors. 
  
 2.
Termination. This agreement shall automatically terminate if the IPO is not consummated on or before December 31, 2004. 
  
 3. Miscellaneous. 
  
 a) This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which, taken together, shall be deemed
to constitute one and the same agreement. Any counterpart of this Agreement may be delivered via facsimile transmission and shall be binding on the party executing such counterpart to the same extent as an original thereof. 
  
 b) This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. 







 IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the day and year
first above written. 
  

			
	 KELSO INVESTMENT ASSOCIATES VI, L.P.

		
	 By:
	 	 Kelso GP VI, LLC,

	 	 	 its general partner

		
	 By:
	 	 /s/ Frank K Bynum, Jr.


	 Name:
	 	 Frank K. Bynum, Jr.

	 Title:
	 	 Managing Member

	
	 KEP VI, LLC

		
	 By:
	 	 /s/ Frank K Bynum, Jr.


	 Name:
	 	 Frank K. Bynum, Jr.

	 Title:
	 	 Managing Member











			
	 HILLMAN CAPITAL CORPORATION

		
	 By:
	 	 /s/ Gerald Paul Hillman


	 Name:
	 	 Gerald Paul Hillman

	 Title:
	 	 Managing Director

	
	 HILLMAN CDT LLC

		
	 By:
	 	 HILLMAN CAPITAL MANAGEMENT LLC,

	 	 	 its managing member

		
	 By:
	 	 /s/ Gerald Paul Hillman


	 Name:
	 	 Gerald Paul Hillman

	 Title:
	 	 Managing Director

	
	 HILLMAN CDT 2000 LLC

		
	 By:
	 	 HILLMAN CAPITAL MANAGEMENT 2000 LLC,
 its managing member

		
	 By:
	 	 /s/ Gerald Paul Hillman


	 Name:
	 	 Gerald Paul Hillman

	 Title:
	 	 Managing Director

	
	 CAMBRIDGE DISPLAY TECHNOLOGY, INC.

		
	 By:
	 	 /s/ David Fyfe


	 Name:
	 	 David Fyfe

	 Title:
	 	 Chief Executive Officer



  

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