SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

VIVOPOWER INTERNATIONAL PLC

(Name of Issuer)

Ordinary Shares, par value $0.012 per share

(Title of Class of Securities)

G9376R 100

(CUSIP Number)

Eric T. Schwartz

Graubard Miller

405 Lexington Avenue, 11^th Floor

New York, New York 10174

(212) 818-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 28, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information that would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 54267E 104 SCHEDULE 13D Page 1 of 10 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Arowana International Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)☐
				(b)☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
		7	SOLE VOTING POWER
			8,176,804
	NUMBER OF
	SHARES	8	SHARED VOTING POWER
	BENEFICIALLY
	OWNED BY		0
	EACH
	REPORTING	9	SOLE DISPOSITIVE POWER
	PERSON
	WITH		8,176,804
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,176,804
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	60.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 54267E 104 SCHEDULE 13D Page 2 of 10 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Arowana Australasian Special Situations Fund 1 Pty Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)☐
				(b)☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
		7	SOLE VOTING POWER
			1,027,203
	NUMBER OF
	SHARES	8	SHARED VOTING POWER
	BENEFICIALLY
	OWNED BY		0
	EACH
	REPORTING	9	SOLE DISPOSITIVE POWER
	PERSON
	WITH		1,027,203
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,027,203
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 54267E 104 SCHEDULE 13D Page 3 of 10 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Arowana Australasian VCMP 2, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)☐
				(b)☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
		7	SOLE VOTING POWER
			1,027,203
	NUMBER OF
	SHARES	8	SHARED VOTING POWER
	BENEFICIALLY
	OWNED BY		0
	EACH
	REPORTING	9	SOLE DISPOSITIVE POWER
	PERSON
	WITH		1,027,203
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,027,203
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 54267E 104 SCHEDULE 13D Page 4 of 10 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Arowana Australasian Special Situations Partnership 1, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)☐
				(b)☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
		7	SOLE VOTING POWER
			1,027,203
	NUMBER OF
	SHARES	8	SHARED VOTING POWER
	BENEFICIALLY
	OWNED BY		0
	EACH
	REPORTING	9	SOLE DISPOSITIVE POWER
	PERSON
	WITH		1,027,203
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,027,203
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 54267E 104 SCHEDULE 13D Page 5 of 10 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Arowana Energy Holdings Pty Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)☐
				(b)☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Australia
		7	SOLE VOTING POWER
			942,287
	NUMBER OF
	SHARES	8	SHARED VOTING POWER
	BENEFICIALLY
	OWNED BY		0
	EACH
	REPORTING	9	SOLE DISPOSITIVE POWER
	PERSON
	WITH		942,287
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	942,287
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 54267E 104 SCHEDULE 13D Page 6 of 10 Pages

This Schedule 13D is filed by Arowana International Limited (“AWN”), Arowana Australasian Special Situations Fund 1 Pty Limited (“Arowana Fund Co”), Arowana Australasian VCMP 2, LP (“Arowana Fund GP”), Arowana Australasian Special Situations Partnership 1, LP (“Arowana Fund”) and Arowana Energy Holdings Pty Ltd. (“Arowana Energy,” and together with AWN, Arowana Fund Co, Arowana Fund GP and Arowana Fund, the “Reporting Persons”) with respect to ownership of the ordinary shares, par value $0.012 per share (“Ordinary Shares”), of VivoPower International PLC, an English company (the “Issuer”).

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 13,557,376 Ordinary Shares outstanding as of December 29, 2016.

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the Ordinary Shares of the Issuer. The Issuer’s principal executive offices are located at 23 Hanover Square, Mayfair, London W1S 1JB, United Kingdom.

Item 2. Identity and Background.

AWN is a company incorporated under the laws of Australia. Arowana Fund Co is a company incorporated under the laws of Australia and is a wholly-owned subsidiary of AWN. Arowana Fund GP is a partnership formed under the laws of Australia and its general partner is Arowana Fund Co. Arowana Fund is a partnership formed under the laws of Australia and its general partner is Arowana Fund GP.

The executive officers and directors of AWN (the “Principals”) are:

Name	Principal Occupation	Citizenship
Kevin Tser Fah Chin	Chairman & Chief Executive Officer	Australian
John Moore	Non-Executive Director	Australian
Robert John McKelvey	Non-Executive Director	Australian
Anthony Paul Kinnear	Non-Executive Director	Australian

The business address of the Reporting Persons and the Principals is Level 11, 153 Walker Street, North Sydney NSW 2060, Australia.

None of the Reporting Persons or Principals has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons or Principals has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 54267E 104 SCHEDULE 13D Page 7 of 10 Pages

Item 3. Sources of Funds.

On December 28, 2016, the Issuer consummated the transactions (the “Transactions”) contemplated by the Contribution Agreement (the “Contribution Agreement”), dated as of August 11, 2016, and amended as of October 18, 2016 and November 15, 2016, by and among Arowana Inc. (“ARWA”), AWN, which is a company listed on the Australian Securities Exchange and an affiliate of certain officers, directors and shareholders of ARWA, and the Issuer, which was a wholly owned subsidiary of AWN prior to the consummation of the Transactions.

Immediately prior to the closing of the Transactions, AWN beneficially owned 5,718,879 Ordinary Shares held directly by it. In addition, immediately prior to the close of the Transactions, AWN beneficially owned (i) 5,196,243 ordinary shares of VivoPower Pty Ltd (“Vivo Australia”), consisting of (A) 3,201,243 VivoPower Australia ordinary shares held directly by Arowana Energy and (B) 1,995,000 VivoPower Australia ordinary shares held directly by Arowana Fund; and (ii) 911,010 ARWA ordinary shares, 116,036 ARWA rights and 116,036 ARWA warrants, consisting of (A) 439,974 ARWA ordinary shares held directly by the Arowana Fund, and (B) 471,036 ARWA ordinary shares, 116,036 ARWA rights and 116,036 ARWA warrants directly held by certain entities controlled by AWN.

Furthermore, to the knowledge of AWN, immediately prior to the closing of the Transactions, Mr. Chin beneficially owned the ARWA ordinary shares, ARWA warrants and ARWA rights described in the Schedule 13D filed by him on January 9, 2017 (the “Chin Schedule 13D”), which description is incorporated herein by reference; Mr. Moore beneficially owned 41,597 ARWA ordinary shares, 16,043 ARWA warrants and 16,043 ARWA rights; and Mr. Kinnear beneficially owned 35,000 ARWA ordinary shares.

Upon the consummation of the Transactions:

● Pursuant to the terms of the Contribution Agreement, ARWA contributed $16,787,329 to the Issuer in exchange for 6,088,189 Ordinary Shares, which ARWA immediately distributed to its security holders as described below.

● Pursuant to the terms of the ARWA rights, immediately upon consummation of the Transactions, each outstanding ARWA right was exchanged for 1/10 of an ARWA ordinary share.

● ARWA distributed to the ARWA shareholders (including the holders of ARWA ordinary shares issued upon exchange of the ARWA rights) one Ordinary Share for each ARWA ordinary share held by them.

● Pursuant to the terms of the ARWA warrants, as amended immediately prior to the consummation of the Transactions, each outstanding ARWA warrant was exchanged for 1/20 of an Ordinary Share.

● The Issuer acquired VivoPower Australia, and each ordinary share of VivoPower Australia was exchanged for 0.29435 Ordinary Shares.

Accordingly, upon consummation of the Transactions, AWN acquired beneficial ownership of an additional 2,457,925 Ordinary Shares, consisting of (i) 1,027,203 Ordinary Shares acquired by the Arowana Fund, (ii) 488,435 Ordinary Shares acquired by certain entities controlled by AWN and (iii) 942,287 Ordinary Shares acquired by Arowana Energy.

CUSIP No. 54267E 104 SCHEDULE 13D Page 8 of 10 Pages

Furthermore, to the knowledge of AWN, upon consummation of the Transactions, Mr. Chin acquired beneficial ownership of the Ordinary Shares described in the Chin Schedule 13D, which description is incorporated herein by reference; Mr. Moore acquired beneficial ownership of 44,003 Ordinary Shares; and Mr. Kinnear acquired beneficial ownership of 35,000 Ordinary Shares.

Item 4. Purpose of Transaction.

The Reporting Persons and Principals acquired beneficial ownership of the Ordinary Shares described in this Schedule 13D for investment purposes. The Reporting Persons and Principals may from time to time acquire beneficial ownership of additional securities for investment purposes, or dispose of securities, in the open market or in private transactions.

At the date of this Schedule 13D, none of the Reporting Persons or Principals, except as set forth in this Schedule 13D and as is consistent with Mr. Chin’s role as an officer and director of the Issuer, has any plans or proposals which would result in:

(a)     The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)     An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)     A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)     Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer;

(e)     Any material change in the present capitalization or dividend policy of the Issuer;

(f)     Any other material change in the Issuer’s business or corporate structure;

(g)     Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)     Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)     A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)     Any action similar to any of those actions enumerated above.

CUSIP No. 54267E 104 SCHEDULE 13D Page 9 of 10 Pages

Item 5. Interest in Securities of the Issuer.

AWN is the beneficial owner of 8,176,804 Ordinary Shares, representing 60.3% of the Issuer’s outstanding Ordinary Shares. This amount includes 5,718,879 Ordinary Shares held directly by AWN, 488,435 Ordinary Shares directly held by certain entities controlled by AWN and the Ordinary Shares beneficially owned by Arowana Fund Co, Arowana Fund GP, Arowana Fund and Arowana Energy, as described below.

Arowana Fund beneficially owns 1,027,203 Ordinary Shares, representing 7.6% of the Issuer’s outstanding Ordinary Shares. Arowana Fund GP, as the general partner of Arowana Fund, Arowana Fund Co, as the general partner of Arowana Fund GP, and AWN, as the controlling shareholder of Arowana Fund Co, may be deemed to beneficially own the shares held by Arowana Fund.

Arowana Energy beneficially owns 942,287 Ordinary Shares, representing 7.0% of the Issuer’s outstanding Ordinary Shares. AWN, as the controlling shareholder of Arowana Energy, may be deemed to beneficially own the shares held by Arowana Energy.

To the knowledge of AWN, Mr. Chin beneficially owns the Ordinary Shares described in the Chin Schedule 13D, which description is incorporated herein by reference; Mr. Moore beneficially owns 44,003 Ordinary Shares, representing less than 1% of the Issuer’s outstanding Ordinary Shares; and Mr. Kinnear beneficially owns 35,000 Ordinary Shares, representing less than 1% of the Issuer’s outstanding Ordinary Shares.

In the past 60 days, none of AWN, Arowana Energy, Arowana Fund Co, Arowana Fund GP, Arowana Fund or the Principals has effected any transactions in the Issuer’s securities, other than the transactions described under Item 3 of this Schedule 13D, which description is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Pursuant to an agreement between ARWA, the Issuer, the holders of the ARWA ordinary shares issued prior to ARWA’s initial public offering (the “Initial Shares”) and Continental Stock Transfer & Trust Company that was executed simultaneously with the consummation of the Transactions, the Ordinary Shares distributed to the holders of the Initial Shares, including 439,974 Ordinary Shares held by the Arowana Fund and, to the knowledge of AWN, 25,554 Ordinary Shares held by Mr. Moore, will be subject to the same restrictions that were applicable to such Initial Shares. Accordingly, such Ordinary Shares may not be transferred (subject to limited exceptions) until (i) with respect to 50% of the shares, the earlier of December 28, 2017 and the date on which the closing price of the VivoPower ordinary shares exceeds $12.50 per share for any 20 trading days within a 30-trading day period following December 28, 2016 and (ii) with respect to the remaining 50% of the shares, December 28, 2017, or earlier, in each case, if VivoPower consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property.

CUSIP No. 54267E 104 SCHEDULE 13D Page 10 of 10 Pages

AWN has entered into a lock-up agreement with the Issuer with respect to the Ordinary Shares held by it or which it has the right to acquire as of the closing of the Transactions. Pursuant to the lock-up agreement, subject to certain limited exceptions, AWN will not transfer such shares, either directly or indirectly, or otherwise transfer the economic consequences of ownership of such shares, or publicly announce the intention to do any of the foregoing, during the period beginning on the closing date and (a) with respect to 50% of such shares, ending on the earlier of the date the Issuer publicly releases its financial results for the fiscal year ending March 31, 2019 and any date on or after December 28, 2017 on which the closing price of the Ordinary Shares has been at least $12.50 for 20 trading days out of any 30 trading day period, and (b) with respect to the other 50% of such shares, ending on the date the Issuer publicly releases its financial results for the fiscal year ending March 31, 2019.

To the knowledge of AWN, each of Arowana Fund Co and Arowana Energy also has entered into a lock-up agreement with the Issuer with respect to the Ordinary Shares issued in connection with the acquisition of VivoPower Australia. Pursuant to the lock-up agreement, subject to certain limited exceptions, each of Arowana Fund Co and Arowana Energy will not transfer such shares, either directly or indirectly, or otherwise transfer the economic consequences of ownership of such shares, or publicly announce the intention to do any of the foregoing, during the period beginning on the closing date and (a) with respect to 20% of such shares, ending on December 28, 2017, (b) with respect to 40% of such shares, ending on the earlier of the date the Issuer publicly releases its financial results for the fiscal year ending March 31, 2019 and any date on or after December 28, 2017 on which the closing price of the Ordinary Shares has been at least $12.50 for 20 trading days out of any 30 trading day period, and (c) with respect to the remaining 40% of such shares, ending on the date the Issuer publicly releases its financial results for the fiscal year ending March 31, 2019.

To the knowledge of AWN, Mr. Chin is party to the agreements described in the Chin Schedule 13D, which description is incorporated herein by reference.

Item 7. Material to be filed as Exhibits.

99.1 Joint Filing Agreement, dated as of January 30, 2017, by and among Arowana International Limited, Arowana Australasian Special Situations Fund 1 Pty Limited, Arowana Australasian VCMP 2, LP, Arowana Australasian Special Situations Partnership 1, LP and Arowana Energy Holdings Pty Ltd.

99.2 Form of Amended and Restated Share Escrow Agreement, dated as of December 28, 2016, by and among Arowana Inc., VivoPower International PLC, the initial shareholders listed therein and Continental Stock Transfer & Trust Company.

99.3 Form of Lock-Up Agreement, dated as of August 11, 2016, by and among VivoPower International PLC and Arowana International Limited.

99.4 Form of Lock-Up Agreement, dated as of August 11, 2016, by and among VivoPower International PLC and each of Arowana Australasian Special Situations Fund 1 Pty Limited and Arowana Energy Holdings Pty Ltd.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated January 31, 2017

AROWANA INTERNATIONAL LIMITED
By:	/s/ Kevin Chin
	Name: Kevin Chin
	Title: Director
AROWANA AUSTRALASIAN SPECIAL SITUATIONS
FUND 1 PTY LIMITED
By:	/s/ Kevin Chin
	Name: Kevin Chin
	Title: Director
AROWANA AUSTRALASIAN VCMP 2, LP
By:	/s/ Kevin Chin
	Name: Kevin Chin
	Title: Director
AROWANA AUSTRALASIAN SPECIAL SITUATIONS
PARTNERSHIP 1, LP
By:	/s/ Kevin Chin
	Name: Kevin Chin
	Title: Director
AROWANA ENERGY HOLDINGS PTY LTD.
By:	/s/ Kevin Chin
	Name: Kevin Chin
	Title: Director

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

AGREEMENT between Arowana International Limited, Arowana Australasian Special Situations Fund 1 Pty Limited, Arowana Australasian VCMP 2, LP, Arowana Australasian Special Situations Partnership 1, LP and Arowana Energy Holdings Pty Ltd. (together, the “Parties”).

Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial interest in shares of ordinary shares, $0.012 par value per share, of VivoPower International PLC (as amended or supplemented, the “Schedule 13D”).

Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto, and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Party to the extent it knows or has reason to believe that any information about the other Party is inaccurate. The Parties agree that the Schedule 13D is filed on behalf of each of them.

Dated: January 31, 2017

AROWANA INTERNATIONAL LIMITED
By:	/s/ Kevin Chin
	Name: Kevin Chin
	Title: Director
AROWANA AUSTRALASIAN SPECIAL SITUATIONS
FUND 1 PTY LIMITED
By:	/s/ Kevin Chin
	Name: Kevin Chin
	Title: Director
AROWANA AUSTRALASIAN VCMP 2, LP
By:	/s/ Kevin Chin
	Name: Kevin Chin
	Title: Director
AROWANA AUSTRALASIAN SPECIAL SITUATIONS
PARTNERSHIP 1, LP
By:	/s/ Kevin Chin
	Name: Kevin Chin
	Title: Director
AROWANA ENERGY HOLDINGS PTY LTD.
By:	/s/ Kevin Chin
	Name: Kevin Chin
	Title: Director

EX-99.2

Exhibit 99.2

AMENDED AND RESTATED

SHARE ESCROW AGREEMENT

AMENDED AND RESTATED SHARE ESCROW AGREEMENT, dated as of December 28, 2016 (“Agreement”), by and among AROWANA INC., a Cayman Islands company (“Company”), VIVOPOWER INTERNATIONAL PLC, an English public limited company (“VivoPower”), BEIRA CORP., RALSTEN PTY LTD., DUDLEY HOSKIN, KIEN KHAN KWAN, THE PANAGA GROUP TRUST, AROWANA Australasian Special Situations Partnership 1, LP, DAVID BROWNE, AROWANA GLOBAL SERVICES (SINGAPORE) PTE. LTD., HAN MING YONG, CLURNAME PTY LTD., CONTEMPLATOR PTY LTD., RUMINATOR PTY LTD. and STRANDA VENTURES (collectively “Initial Shareholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).

WHEREAS, the Company entered into an Underwriting Agreement, dated as of April 30, 2015 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (“EBC”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters purchased 7,200,000 units (“Units”) of the Company, plus an additional 1,080,000 Units upon the Underwriters exercise in full of their over-allotment option. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), one right (“Right”) to receive one-tenth of one Ordinary Share upon the Company’s initial business combination (as described in the Registration Statement), and one warrant (“Warrant”) to purchase one half of one Ordinary Share of the Company, all as more fully described in the Company’s final Prospectus, dated April 30, 2015 (“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-199591) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on April 30, 2015 (“Effective Date”).

WHEREAS, the Initial Shareholders as a condition of the sale of the Units deposited their Ordinary Shares of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter provided.

WHEREAS, the Company entered into a Contribution Agreement (the “Contribution Agreement”), dated as of August 11, 2016 and amended as of October 18, 2016 and November 15, 2016, by and among the Company, Arowana International Limited and VivoPower, which, among other things, provides for the Company to contribute to VivoPower the funds held in the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of April 30, 2015, by and between the Company and the Escrow Agent as trustee thereunder), less certain expenses, in exchange for ordinary shares of VivoPower (“VivoPower Shares”), which VivoPower Shares will in turn be distributed to the security holders of the Company, including the Initial Shareholders, as set forth opposite their respective names in Exhibit A attached hereto (collectively “VivoPower Escrow Shares”).

WHEREAS, in accordance with the Contribution Agreement, the parties desire the Escrow Agent to hold the VivoPower Escrow Shares as nominee for the Initial Shareholders as hereinafter provided.

WHEREAS, the Company and the Initial Shareholders desire that the Escrow Agent accept the VivoPower Escrow Shares to hold and disburse as hereinafter provided.

IT IS AGREED:

1.     Appointment of Escrow Agent and Nominee. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act as nominee for the Initial Shareholders and in accordance with and subject to the terms of this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to act as nominee and in accordance with and subject to such terms.

2.     Deposit of Escrow Shares; Holding of VivoPower Escrow Shares. On the Effective Date, certificates representing each Initial Shareholder’s respective Escrow Shares (and any applicable share power) were placed in escrow, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Shareholder acknowledged that the certificate representing such Initial Shareholder’s Escrow Shares was legended to reflect the deposit of such Escrow Shares under this Agreement. On the closing of the transactions contemplated by the Contribution Agreement, the VivoPower Escrow Shares will be issued to the Escrow Agent, as nominee for the Initial Shareholders, and the Escrow Agent agrees to hold and disburse such shares subject to the terms and conditions of this Agreement. In accordance with Section 4.1, the term “Escrow Shares” shall be deemed to include the VivoPower Escrow Shares.

3.     Disbursement of the Escrow Shares. The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date of their receipt by the Escrow Agent and (i) for 50% of the Escrow Shares, ending on the earlier of (x) one year after the date hereof and (y) the date on which the closing sale price of the Company’s Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after date hereof and (ii) for the remaining 50% of the Escrow Shares, ending one year after the date hereof; provided, however, that if, VivoPower subsequently consummates a liquidation, merger, share exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their Escrow Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of VivoPower, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated, release the Escrow Shares then held by it to the Initial Shareholders. Upon the receipt of written notice from the Company setting forth (x) the date that the Escrow Period expired and (y) the number of Escrow Shares as to which the Escrow Period expired, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder. The Escrow Agent shall have no further duties hereunder after the disbursement of all the Escrow Shares in accordance with this Section 3.

4.     Rights of Initial Shareholders in Escrow Shares.

4.1     Voting Rights as a Shareholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof (if applicable) and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company and VivoPower during the Escrow Period, including, without limitation, the right to vote such shares.

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4.2     Dividends and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Initial Shareholders, but all dividends payable in shares or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, including the VivoPower Escrow Shares, if any.

4.3     Restrictions on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) if the Initial Shareholder is an entity, as a distribution to partners, members or shareholders of the Initial Shareholder upon the liquidation and dissolution of the Initial Shareholder, (ii) by bona fide gift to a member of the Initial Shareholder’s immediate family or to a trust, the beneficiary of which is the Initial Shareholder or a member of the Initial Shareholder’s immediate family for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death of the Initial Holder, (iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of VivoPower’s securities, or (vi) by private sales at prices no greater than the price at which the Escrow Shares were originally purchased, in each case, on the condition that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement.

4.4     Insider Letters. Except as indicated in Exhibit A hereto, each of the Initial Shareholders has executed a letter agreement with EBC and the Company, dated as indicated on Exhibit A hereto, and the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of such Initial Shareholder in certain events.

5.     Concerning the Escrow Agent.

5.1     Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

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5.2     Indemnification. The Escrow Agent shall be indemnified and held harmless by VivoPower from and against any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

5.3     Compensation. The Escrow Agent shall be entitled to reasonable compensation from VivoPower for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from VivoPower for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

5.4     Further Assurances. From time to time on and after the date hereof, the Company, VivoPower and the Initial Shareholders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

5.5     Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by VivoPower, the Escrow Shares held hereunder. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.

5.6     Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

5.7     Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

5.8     Waiver. The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

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6.     Miscellaneous.

6.1     Governing Law; Jurisdiction. In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating in any way to this Agreement shall be resolved through final and biding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators. VivoPower hereby appoints, without power of revocation, Law Debenture Corporate Services Inc., 400 Madison Avenue, 4th Floor New York, NY 10017, Tel: (212) 750-6474, Fax: (212) 750-1361, as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. VivoPower further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

6.2     Third Party Beneficiaries. Each of the Initial Shareholders hereby acknowledges that the Underwriters are third party beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of EBC.

6.3     Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.

6.4     Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

6.5     Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns.

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6.6     Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:

If to VivoPower, to:

VivoPower International PLC

23 Hanover Square

Mayfair, London W1S 1JB

Attn: Chief Executive Officer

If to a Shareholder, to his address set forth in Exhibit A.

and if to the Escrow Agent, to:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Chairman

A copy of any notice sent hereunder shall be sent to:

EarlyBirdCapital, Inc.

275 Madison Avenue, 27th Floor

New York, New York 10016

Attn: David M. Nussbaum, Chairman

and:

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Attn: David Alan Miller, Esq.

and:

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166

Attn: Joel Rubenstein, Esq.

The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

[Signature Page Follows]

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WITNESS the execution of this Agreement as of the date first above written.

	COMPANY:
	AROWANA INC.
By:
	Name:
	Title:
	VIVOPOWER:
	VIVOPOWER INTERNATIONAL PLC
By:
	Name:
	Title:
	INITIAL SHAREHOLDERS:
	BEIRA CORP.
By:
	GARY HUI
	RALSTEN PTY LTD.
	By:
	Title:
	DUDLEY HOSKIN
	KIEN KHAN KWAN
	DAVID BROWNE

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HAN MING YONG

THE PANAGA GROUP TRUST

By:

Title:

CLURNAME PTY LTD.

By:

Title:

CONTEMPLATOR PTY LTD.

By:

Title:

RUMINATOR PTY LTD.

By:

Title:

STANDA VENTURES

By:

Title:

AROWANA AUSTRALASIAN SPECIAL

SITUATIONS PARTNERSHIP 1, LP

By:

Title:

8

	AROWANA GLOBAL SERVICES
	(SINGAPORE) PTE. LTD.
	By:
	Title:
	ESCROW AGENT:
	CONTINENTAL STOCK TRANSFER
	& TRUST COMPANY
By:
	Name:
	Title

Consented and Agreed:
	EARLYBIRDCAPITAL, INC.
By:
	Name:
	Title:

9

EX-99.3

Exhibit 99.3

LOCKUP AGREEMENT

This LOCKUP AGREEMENT (this “Agreement”) is made and entered into as of 11 August, 2016, by and among VIVOPOWER INTERNATIONAL PLC, an England and Wales public limited company (the “Company”), and AROWANA INTERNATIONAL LIMITED, an Australian company (“AWN”). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Contribution Agreement, dated as of 11 August, 2016, by and among the Company, AWN and Arowana Inc. (“ARWA”) (the “Contribution Agreement”).

WHEREAS, pursuant to the Contribution Agreement, ARWA will contribute a substantial portion of its assets (consisting solely of cash) in exchange for such number of newly issued ordinary shares, par value $0.012 per share, of the Company (the “Company Shares”) as is further described therein, and AWN has agreed to sell to the Company, and the Company has agreed to purchase from AWN, a certain number of Company Shares as is further described therein in consideration for the Make-even Amount; and

WHEREAS, as contemplated by the Contribution Agreement, AWN and the Company wish to enter into this Agreement, pursuant to which all of the Company Shares, or any securities convertible into, exchangeable for or that represent a right to receive Company Shares, held by AWN immediately following the Closing, and all Company Shares issuable upon such conversion or exchange or upon such exercise (the “Restricted Shares”), will be subject to certain restrictions on disposition, upon the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the transactions contemplated by the Contribution Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AWN and the Company hereby agree as follows:

1.     AWN hereby acknowledges and agrees that, during the period beginning on the Closing Date and ending upon the expiration of the Lockup Period, AWN shall not:

(a)     sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any portion of the Restricted Shares;

(b)     enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Restricted Shares, whether any such transaction is to be settled by delivery of Restricted Shares or such other securities, in cash or otherwise; or

(c)     publicly announce any intention to effect any transaction specified in clause (a) or (b).

(i) the date on which the Company publicly releases its financial results for the fiscal year ending March 31, 2019 and (ii) the date which is at least 365 days following the Closing Date on which the last sales price of Company Shares on Nasdaq (or such other principal exchange or trading market where the Company Shares are then traded) equals or exceeds $12.50 per share (as the same may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period; and (z) with respect to other fifty percent (50%) of the Restricted Shares, the date on which the Company publicly releases its financial results for the fiscal year ending March 31, 2019; provided, that, notwithstanding the foregoing clauses (y) and (z), the Lockup Period shall end immediately upon the consummation by the Company of a liquidation, merger, stock exchange or other similar transaction that results in all of the holders of Company Shares having the right to exchange their shares of Company Shares for cash, securities or other property.

2.     Notwithstanding the provisions of paragraph 1 above, AWN may transfer any of the Restricted Shares:

(a)     by virtue of the applicable law upon dissolution of AWN;

(b)     to any of its Affiliates; or

(c)     to a nominee or agent that falls within section 67(6) of the Finance Act of 1986 (or the analogous requirements of any successor provision), where such Restricted Shares will be held by such qualifying nominee or agent in connection with the creation of a depositary receipt that falls within section 69(1) of the Finance Act of 1986 (or the analogous requirements of any successor provision) that acknowledge the entitlement of AWN to rights in or in relation to the Restricted Shares, including the right of AWN to receive such securities from such nominee or agent;

provided, however, that (i) in the case of each of (a) and (b) all such permitted transferees shall execute and deliver a lockup agreement substantially in the form of this Agreement and shall be bound by the restrictions on disposition contained herein and (ii) in the case of (c), for the avoidance of doubt, any depositary receipt shall be subject to the restrictions on disposition contained herein.

3.     AWN hereby represents and warrants to the Company that AWN has full power and authority to enter into this Agreement.

4.     AWN agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Restricted Shares, except in compliance with this Agreement, and the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement.

5.     This Agreement shall terminate if the Contribution Agreement is terminated.

6.     This Agreement constitutes the entire agreement among the parties hereto and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof.

7.     This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns.

8.     This Agreement and any claim, controversy or dispute arising out of or related to this Agreement or the interpretation and enforcement of the rights and duties of the parties, whether arising in law or equity, whether in contract, tort, under statute or otherwise, shall be governed by and construed in accordance with the domestic Laws of the State of New York (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York. All disputes arising under this Agreement shall be handled in accordance with Section 11.8 of the Contribution Agreement.

9.     All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if given in accordance with Section 11.1 of the Contribution Agreement.

10.     No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties hereto and approved in writing by (i) the Audit Committee of the Board of Directors of the Company and (ii) a majority of the individuals who were independent directors of ARWA as of the date of the Closing. No waiver by any party hereto of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the party making such waiver and, in the case of the Company, approved in writing by the Audit Committee of the Board of Directors of the Company nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

11.     Each of the parties hereto hereby acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement are not performed in accordance with their specific terms and in the event of breach of this Agreement by a party hereto, the non-breaching party would not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which the non-breaching party may be entitled, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

12.     If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

13.     This Agreement may be executed in one or more counterparts (including by means of electronic mail or facsimile), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. The parties hereto agree that the delivery of this Agreement may be effected by means of an exchange of facsimile signatures or other electronic delivery.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this AWN Lockup Agreement on the date first written above.

VIVOPOWER INTERNATIONAL PLC

By:

Name:

Title:

AROWANA INTERNATIONAL LIMITED (ACN 103 472 751)

By:

Name:

Title:

Signature Page to AWN Lockup Agreement

EX-99.4

Exhibit 99.4

LOCKUP AGREEMENT

This LOCKUP AGREEMENT (this “Agreement”) is made and entered into as of 11 August, 2016, by and among VIVOPOWER INTERNATIONAL PLC, an England and Wales public limited company (the “Company”), and the shareholder identified on the signature page hereof (“Shareholder”). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Contribution Agreement, dated as of 11 August, 2016, by and among the Company, Arowana International Limited and Arowana Inc. (“ARWA”) (the “Contribution Agreement”).

WHEREAS, pursuant to the Contribution Agreement, ARWA will contribute a substantial portion of its assets (consisting solely of cash) in exchange for such number of newly issued ordinary shares, par value $0.012 per share, of the Company (the “Company Shares”) as is further described therein, and the Company and AWN are required to use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to cause the consummation of the acquisition of VivoPower Pty Ltd simultaneously with the Closing or as soon thereafter as practicable thereafter for a purchase price payable in Company Shares;

WHEREAS, as contemplated by the Contribution Agreement, Shareholder and the Company wish to enter into this Agreement, pursuant to which all of the Company Shares, or securities that represent a right to receive Company Shares, issued to Shareholder in the VivoPower Acquisition (the “Restricted Shares”) will be subject to certain restrictions on disposition, upon the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the transactions contemplated by the Contribution Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Shareholder and the Company hereby agree as follows:

1.     Shareholder hereby acknowledges and agrees that, during the period beginning on the Closing Date and ending upon the expiration of the Lockup Period, Shareholder shall not:

(a)     sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any portion of the Restricted Shares;

(b)     enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Restricted Shares, whether any such transaction is to be settled by delivery of Restricted Shares or such other securities, in cash or otherwise; or

As used herein, the term “Lockup Period” means the period beginning on the Closing Date and (x) with respect to forty percent (40%) of the Restricted Shares, ending on the earlier of (i) the date on which the Company publicly releases its financial results for the fiscal year ending March 31, 2019 and (ii) the date which is at least 365 days following the Closing Date on which the last sales price of Company Shares on Nasdaq (or such other principal exchange or trading market where the Company Shares are then traded) equals or exceeds $12.50 per share (as the same may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period; (y) with respect to forty percent (40%) of the Restricted Shares, the date on which the Company publicly releases its financial results for the fiscal year ending March 31, 2019; and (z) with respect to twenty percent (20%) of the Restricted Shares, the date which is 365 days following the Closing Date; provided, that, notwithstanding the foregoing clauses (x), (y) and (z), the Lockup Period shall end immediately upon the consummation by the Company of a liquidation, merger, stock exchange or other similar transaction that results in all of the holders of Company Shares having the right to exchange their shares of Company Shares for cash, securities or other property.

2.     Notwithstanding the provisions of paragraph 1 above, Shareholder may transfer any of the Restricted Shares:

(a)     by gift or other transfer to a member of Shareholder’s immediate family or to a trust, corporation, partnership or limited liability company established for estate planning purposes, the beneficiaries, stockholders, partners or members of which are members of Shareholder’s immediate family or a charitable organization;

(b)     by virtue of the applicable law upon dissolution of Shareholder, or by virtue of the laws of descent and distribution upon the death of Shareholder, as applicable;

(c)     to any of its or his Affiliates; or

(d)     to a nominee or agent that falls within section 67(6) of the Finance Act of 1986 (or the analogous requirements of any successor provision), where such Restricted Shares will be held by such qualifying nominee or agent in connection with the creation of a depositary receipt that falls within section 69(1) of the Finance Act of 1986 (or the analogous requirements of any successor provision) that acknowledge the entitlement of Shareholder to rights in or in relation to the Restricted Shares, including the right of Shareholder to receive such securities from such nominee or agent;

provided, however, that (i) in the case of each of (a), (b) and (c) all such permitted transferees shall execute and deliver a lockup agreement substantially in the form of this Agreement and shall be bound by the restrictions on disposition contained herein and (ii) in the case of (d), for the avoidance of doubt, any depositary receipt shall be subject to the restrictions on disposition contained herein.

3.     Shareholder hereby represents and warrants to the Company that Shareholder has full power and authority to enter into this Agreement.

4.     Shareholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Restricted Shares, except in compliance with this Agreement, and the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement.

5.     This Agreement shall terminate if the Contribution Agreement is terminated.

6.     This Agreement constitutes the entire agreement among the parties hereto and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof.

7.     This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns.

8.     This Agreement and any claim, controversy or dispute arising out of or related to this Agreement or the interpretation and enforcement of the rights and duties of the parties, whether arising in law or equity, whether in contract, tort, under statute or otherwise, shall be governed by and construed in accordance with the domestic Laws of the State of New York (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York. All disputes arising under this Agreement shall be handled in accordance with Section 11.8 of the Contribution Agreement.

9.     All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder to or of the Company shall be deemed duly given if given in accordance with Section 11.1 of the Contribution Agreement. Any notice, request, demand, claim, or other communication hereunder to or of the Shareholder shall be deemed duly given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the Shareholder at the addresses or telecopy numbers set forth on the signature page hereto (or at such other address or telecopy numbers for a party as shall be specified by like notice).

10.     No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties hereto and approved in writing by (i) the Audit Committee of the Board of Directors of the Company and (ii) a majority of the individuals who were independent directors of ARWA as of the date of the Closing. No waiver by any party hereto of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the party making such waiver and, in the case of the Company, approved in writing by the Audit Committee of the Board of Directors of the Company nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

11.     Each of the parties hereto hereby acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement are not performed in accordance with their specific terms and in the event of breach of this Agreement by a party hereto, the non-breaching party would not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which the non-breaching party may be entitled, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

12.     If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

13.     This Agreement may be executed in one or more counterparts (including by means of electronic mail or facsimile), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. The parties hereto agree that the delivery of this Agreement may be effected by means of an exchange of facsimile signatures or other electronic delivery.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Lockup Agreement on the date first written above.

VIVOPOWER INTERNATIONAL PLC

By:

Name:

Title:

SHAREHOLDER

Name:

By:

Name:

Title:

Address:

Fax:

Tel:

Email:

Signature Page to Shareholder Lockup Agreement