POWER OF ATTORNEY
FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND 13G
The undersigned hereby constitutes and appoints Nathan Kroeker, Georganne Hodges
and Gil Melman, or any one of them acting without the others, with full power of
substitution, as the undersigned's true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (a) any Form 3,
Form 4 and Form 5 (including amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), (b) Form 144 and (c) Schedule 13D
and Schedule 13G (including amendments thereto) in accordance
with Sections 13(d) and 13(g) of the Exchange Act, but only to
the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Spark Energy, Inc. or any
of its subsidiaries;
2. Do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and
execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or
Schedule 13G (including amendments thereto) and timely file the
forms or schedules with the Securities and Exchange Commission
and any stock exchange or quotation system, self-regulatory
association or any other authority, and provide a copy as
required by law or advisable to such persons as the
attorney-in-fact deems appropriate; and
3. Take any other action in connection with the foregoing that, in
the opinion of the attorney-in-fact, may be of benefit to, in
the best interest of or legally required of the undersigned, it
being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in the form and shall contain the
terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The undersigned
acknowledges that the attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming (nor is Spark Energy, Inc.
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Spark Energy, Inc. and the attorney-in-fact against any
losses, claims, damages or liabilities (or actions in these respects) that arise
out of or are based upon any untrue statements or omissions of necessary facts
in the information provided by or at the direction of the undersigned, or upon
the lack of timeliness in the delivery of information by or at the direction of
the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule
13D or Schedule 13G (including amendments thereto) and agrees to reimburse Spark
Energy, Inc. and the attorney-in-fact on demand for any legal or other expenses
reasonably incurred in connection with investigating or defending against any
such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144,
Schedule 13D and Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Spark Energy,
Inc., unless earlier revoked by the undersigned in a signed writing delivered to
the attorney-in-fact. This Power of Attorney does not revoke any other power of
attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
/s/ W. Keith Maxwell III
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Signature
W. Keith Maxwell III
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Type or Print Name
7/9/14
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Date