0000950123-11-097038 Sample Contracts

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • November 9th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas

This Indemnification Agreement (this “Agreement”) is made and entered into as of this [Insert Day] day of [Insert Month], 20___, by and among Memorial Production Partners GP LLC, a Delaware limited liability company (the “General Partner”); Memorial Production Partners LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and [Insert Director Name] (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14.

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