INDEMNITY AGREEMENT

Exhibit 10.1

INDEMNITY AGREEMENT

By this INDEMNITY AGREEMENT (the “Agreement”) TRANSMERIDIAN EXPLORATION, INCORPORATED, a Delaware corporation (“TMEI”), and _________________________ (“Indemnitee”) agree as follows:

WHEREAS, Indemnitee is an officer or member of the board of directors of TMEI and in such capacity is performing a valuable service for TMEI; and

WHEREAS, the Bylaws of TMEI (the “Bylaws”) require indemnification of officers and directors of TMEI as set forth therein;

WHEREAS, the Bylaws provide that the indemnification rights provided thereunder are not exclusive, and accordingly agreements may be entered into between TMEI and directors or officers of TMEI with respect to indemnification; and

WHEREAS, in order to induce Indemnitee continue to serve as an officer or director of TMEI, TMEI has entered into this contract with Indemnitee;

NOW, THEREFORE, in consideration of Indemnitee’s continued service as an officer or director of TMEI after the date hereof and of the mutual dependent covenants herein contained the parties hereto agree as follows:

1. Services by Officer or Director . Indemnitee agrees to serve as an officer or director of TMEI and, as mutually agreed by Indemnitee and TMEI, as an officer, director, agent or fiduciary of other corporations, partnerships, joint ventures, trusts or other enterprises (including, without limitation, employee benefit plans). Indemnitee may at any time and for any reason resign from any such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the obligations of TMEI pursuant to this Agreement shall continue and TMEI shall have no obligation under this Agreement to continue Indemnitee in that position. This Agreement shall not be deemed an employment contract between TMEI (or any of its subsidiaries) and Indemnitee.

2. Indemnification-General . TMEI shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this Agreement and (b) to the fullest extent permitted by applicable law in effect on the date hereof and as amended from time to time. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

3. Proceedings Other than Proceedings by or in the Right of TMEI . Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Section 3 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to or a participant in any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of TMEI. Pursuant to this Section 3, TMEI shall indemnify Indemnitee against, and shall hold Indemnitee harmless from and in respect of, all Expenses,

judgments, penalties, fines (including excise taxes) and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein.

4. Proceedings by or in the Right of TMEI . Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of TMEI to procure a judgment in its favor. Pursuant to this Section 4, TMEI shall indemnify Indemnitee against, and shall hold Indemnitee harmless from and in respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with, and any amounts paid in settlement of, such Proceeding.

5. No Limitation . Any indemnification required pursuant to the terms of this Agreement shall be made regardless of the alleged, actual, simple, or gross negligence of Indemnitee or his actual or alleged willful misconduct, and TMEI hereby waives any limitation or prohibition otherwise applicable pursuant to the General Corporation Law of the State of Delaware or other applicable law against indemnification hereunder by reason of the nature of Indemnitee’s actual or alleged conduct, except to the extent by law such limitation or prohibition may not be waived or overridden by agreement.

6. Procedure .

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to TMEI a written request including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of TMEI shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b) On written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change of Control (as hereinafter defined) shall have occurred within two (2) years prior to the date of such written request, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred within two (2) years prior to the date of such written request, (A) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum of the Board, or (B) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemmitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such

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determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity on reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by TMEI (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and TMEI hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b), the Independent Counsel shall be selected as provided in this Section 6(c). If a Change of Control shall not have occurred within two (2) years prior to the date of Indemnitee’s written request for indemnification pursuant to Section 6(a), the Independent Counsel shall be selected by the Board, and TMEI shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred within two (2) years prior to the date of Indemnitee’s written request for indemnification pursuant to Section 6(a), the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to TMEI advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or TMEI, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to TMEI or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 14, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a), no Independent Counsel shall have been selected and not objected to, either TMEI or Indemnitee may petition the Court of Chancery or other court of competent jurisdiction for resolution of any objection which shall have been made by TMEI or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the petitioned court or by such other person as the petitioned court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b). TMEI shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b), and TMEI shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was

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selected and appointed. If (i) Independent Counsel does not make any determination respecting Indemnitee’s entitlement to indemnification hereunder within ninety (90) days after receipt by TMEI of a written request therefor and (ii) any judicial proceeding or arbitration pursuant to Section 10 hereof is then commenced, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

7. Indemnification for Expenses of a Party Who Is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, immediately preceding sentence, to the extent that Indemnitee is, by reason of the of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding (as hereinafter defined), he shall be indemnified against all Expenses (as hereinafter defined) actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, TMEI shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

8. Indemnification for Expenses as a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indmenitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

9. Advancement of Expenses . TMEI shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within ten (10) days after the receipt by TMEI of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it ultimately shall be determined, in accordance with this Agreement, that Indemnitee is not entitled to be indemnified against such Expenses.

10. Remedies of Indemnitee .

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