EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
POWER OF ATTORNEY FOR EXECUTING
FORM ID, FORMS 3, FORMS 4 AND FORMS 5, FORM 144
AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints Eric J. Christ
and Gayla Cutrer of VAALCO Energy, Inc., 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 Form ID
(including amendments thereto), or any other forms prescribed by
the Securities and Exchange Commission, that may be necessary to
obtain codes and passwords enabling the undersigned to make
electronic filings with the Securities and Exchange Commission of
the forms referenced in clause (2) below;

(2) 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 VAALCO Energy, Inc. or any
of its subsidiaries;

(3) 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 ID, 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

(4) 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 VAALCO 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 VAALCO
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 ID, Form 3, Form 4,
Form 5, Form 144, Schedule 13D or Schedule 13G (including
amendments thereto) and agrees to reimburse VAALCO 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 ID, 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 VAALCO 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/ Cary M. Bounds
Cary M. Bounds

June 23, 2015
Date