STOCK PURCHASE AGREEMENT

Exhibit 2.1

STOCK PURCHASE AGREEMENT

Between the party of the first part, SAMA VALORES, (G.S.), S.A., a company incorporated, domiciled and in existence under the laws of the Republic of Costa Rica, official identification card No. (xx-xx-xxxxx) (hereinafter “SAMA”), in its role as fiduciary agent for the Jaco-Belen Trust; MARCELA ARIAS VICTORY, a Costa Rican national, of legal age, married, an attorney, a resident of San Jose, Costa Rica, bearer of Costa Rican identification card No. (x-xxx-xxx); GILBERTH VALVERDE CASTRO, a Costa Rican national, of legal age, married, holder of an A.S. in Agricultural Sciences, a resident of the city of Managua, Nicaragua, bearer of Costa Rican identification card No. (x-xxx-xxx); ALFONSO JOSE SANDINO GRANERA, a Nicaraguan national, of legal age, married, an attorney, a resident of the city of Managua, bearer of Nicaraguan identification card No. (xxx-xxxxxx-xxxxx); and MARTHA LORENA ICAZA OCHOA, a Nicaraguan national, of legal age, single, an attorney, a resident of the city of Managua, bearer of Nicaraguan identification card No. (xxx-xxxxxx-xxxxx), hereinafter called jointly the “Sellers”, and the party of the second part, CORPORACION PIPASA, S.A., a company incorporated, domiciled and in existence under the laws of the Republic of Costa Rica, with official identification card No. (x-xxx-xxxxx), represented in this Agreement by Gustavo Barboza Vega, of legal age, single, Certified Public Accountant, a resident of San Rafael de Coronado, Costa Rica, the bearer of identification card (x-xxx-xxx), and Jose Villalobos Gonzalez, of legal age, married, Certified Public Accountant, resident of San Pablo de Heredia, Costa Rica, bearer of identification card No. (x-xxx-xxx), who enjoy general power of attorney without monetary limits when acting jointly, and who have been sufficiently authorized to execute this act pursuant to an agreement by the Board of Directors, dated the twenty-fifth day of September of two thousand eight, hereinafter called the “Purchaser”. The Purchaser and the Sellers are jointly referred to as the “PARTIES”, and they have agreed to execute this agreement for the acquisition of shares (the “AGREEMENT”) which shall be governed by the following clauses:

ONE: Definitions.

For the purposes of this Agreement, the following terms shall have the corresponding meanings as set forth below:

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TWO: Subject of this Agreement.

Under the terms of this Agreement, the Sellers will sell the Shares to the Purchaser, and the Purchasers will buy the Company’s Shares from the Seller.

THREE: Share Price.

3.1. The sales price for all of the shares is the amount of twenty-one million five hundred thousand United States of America dollars (US$ 21,500,000).

From said amount, the sum of two million United States of America dollars (US$ 2,000,000) will be deducted, which was paid by the Purchaser to the Sellers on the date the Terms Sheet was signed.

3.2 The net balance of the price after taking the deductions mentioned in this clause, that is, the amount of nineteen million five hundred thousand United States of America dollars (US$19,500,000) shall be paid by the Purchaser through the assumption of the Bank Debt, or the acquisition of new debt, pursuant to joint agreement of the parties.

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FOUR: Statements and Guarantees.

The Sellers hereby declare and guarantee that the following statements are true and correct as of the date of this Agreement, with the understanding that each and every one of the statements are considered by both Parties to be essential to the execution of this Agreement:

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The Company’s corporate capital is ten thousand Córdobas (C$10,000), which are represented in one hundred (100) common, par value shares, with a par value of one hundred Córdobas (C$100) each, completely subscribed and paid in full as follows:

All shares were validly issued and include the right to vote and to receive dividends, and furthermore they are the only shares issued by the Company.

The Shares are the property of the Sellers and are free from all liens. The Sellers have the right to dispose freely of the Shares, and therefore they can cede and transfer them without any limitation.

The execution of this Agreement by the Sellers is not in conflict with any resolution in force that has been adopted by the corporate entities of the Company, and it does not constitute an infraction or a violation of the Act of Incorporation or the Company’s By-Laws. Likewise, it does not constitute an infraction or violation of any contractual obligation that the Company or the Sellers have assumed.

All the Minutes of the Shareholder Meetings and the meetings of the Company’s Board of Directors are duly recorded in the respective books of Minutes. These Minutes are true and correct and fully reflect all the corporate decisions that require the approval of the respective corporate entities in the Company.

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The Company has complied faithfully and completely with all applicable legislation concerning the business and its operations.

The Company’s accounting has been performed by the Company management in accordance with generally accepted accounting practices in the Republic of Nicaragua. The Financial Statements and other ledgers and accounting records reflect and reveal faithfully and accurately the financial status of the Company as of the date of this Agreement.

The Company is not in violation of any of its contractual obligations and has not issued any deposits, bonds or other personal guarantees, except for those listed in Schedule 4.8.

Schedule 4.9 contains a list of the main holdings, both real and personal, and the Company’s other assets, that are owned by the Company, and are free from all liens or judicial or administrative measures that could be imposed against them.

No matter is under litigation before a court, administrative office, or in arbitration of any type or sort, nor is any action, proceeding, judicial or administrative investigation pending or imminent against the Company; nor is any measure, order or ruling pending with an administrative or judicial body against the Company or its assets, except for those that are identified in Schedule 4.10.

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Since the date listed on the Financial Statements, the Company has not contracted any additional obligations, on contingency or otherwise, apart from those that were absolutely necessary for the proper, regular operation of its business. Since the date listed on the Financial Statements, the Company’s status has not been adversely affected by damages, loss or destruction, and the Company has not declared any dividends to its shareholders.

The Company has promptly filed all tax returns that need to be filed in accordance with the applicable legislation, and has paid the appropriate authorities all sums owed as taxes.

There are no pending or imminent investigations, audits, reviews, claims, or disputes concerning taxes against the Company or against the Sellers that could affect the Company, its assets or its operations, except for those that are listed in Schedule 4.12.

Schedule 4.13 contains a complete list of the Contracts executed by the company that are currently in force.

The Company rents various real properties pursuant to leases that are listed in Schedule 4.14. Said leases are in full force and effect, and the Company is up to date with the payments for the respective leases, and is not in violation of any of its obligations as set forth in said leases.

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There are no liabilities, nor is the Company obligated by notes, debts, accounts payable or other debts, whether on contingency or not, that are not reflected in the Financial Statements.

Schedule 4.16 contains a complete and accurate list of the names of all the Company’s employees, specifying the date the person started working for the Company, job title or classification, salary and other work benefits for each employee, pursuant to the applicable legislation. Except as described in Schedule 4.16(a), there is no lawsuit, claim or accusation pending or foreseeable, nor is there any order, decision or ruling currently recorded or pending with any government authority against the Company concerning labor issues.

The Company holds licenses for certain patents, brand names, permits, service brands, copyrights, licenses and other intellectual and industrial property rights that are necessary for the Company to conduct business. These licenses are listed in Schedule 4.17.

The Company has not taken any action that could or would violate the licenses granted to it.

No Government Authority has taken, nationalized or expropriated any of the Company’s assets or holdings, nor has it taken measures that would have an effect equivalent to nationalization or expropriation concerning the Company’s assets or holdings, nor to the best of the Seller’s understanding, does any Government Authority have any intention of initiating any similar action.

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The Sellers have not hired and have no knowledge of any broker, agent or other intermediary who can act or can claim to be able to act on behalf of the Company regarding the subject of this Agreement. There is no commission or other remuneration that is payable or may be claimed to be payable to any person for such reason.

All statements made and the information delivered to the Purchaser concerning the negotiations covered by this Agreement are true and correct, and no important fact has been hidden from the Purchaser.

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FIVE: Statements and Guarantees by the Purchaser.

The Purchaser hereby declares and guarantees that the following statements are true and correct as of the date of this Agreement, with the understanding that each and every one of these statements are considered by the Parties to be essential for the execution of this Agreement:

The execution of this Agreement by the Purchaser is not in conflict with any resolution in force that has been adopted by the corporate entities of the Company, and it does not constitute an infraction or a violation of the Act of Incorporation or the Company’s By-Laws.

Likewise, it does not constitute an infraction or violation of any contractual obligation that the Purchaser has assumed.

The Purchaser has not hired and has no knowledge of any broker, agent or other intermediary who can act or can claim to be able to act on behalf of the Purchaser regarding the subject of this Agreement. There is no commission or other remuneration that is payable or may be claimed to be payable to any person for such reason.

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SIX: Actions that must be performed pursuant to this Agreement.

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SEVEN: Compensation.

7.1 For a period of one (1) year after the execution of this Agreement, Sama Valores (G.S.), S.A., is obligated to compensate the Purchaser for any damages, including attorneys’ fees and costs, and procedural expenses (hereinafter and for the purposes of this clause, these shall collectively be referred to as “damages”), that may be suffered by the Purchaser, after having acquired ownership of the Sellers’ shares, that are derived directly or indirectly from:

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7.2. For the period of one (1) year after the execution of this Agreement, the Purchaser will be obligated to compensate the Sellers for any damages that the Sellers may suffer after transferring ownership of the Shares to the Purchaser, derived directly or indirectly from:

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EIGHT: Previous agreements and modifications.

This Agreement supersedes all other negotiations, discussions and previous agreements between the parties concerning the subject of this Agreement. This Agreement may not be modified except through a written document that is duly signed by the Parties.

NINE: Law and applicable jurisdiction.

9.1 This Agreement, including but not limited to its validity, interpretation, compliance, effects and consequences, shall be governed by the laws of the Republic of Costa Rica.

9.2 All disagreements or disputes that may arise concerning the sale of the Company’s Shares shall be definitively decided by three (3) arbiters of law, pursuant to the Rules of Arbitration for the Center of Conciliation and Arbitration at the Costa Rican-American Chamber of Commerce. The arbitration shall take place in the city of San Jose, Costa Rica, and shall be conducted in Spanish.

TEN: Miscellaneous.

To the Purchaser:

La Ribera de Belén, Heredia. De las oficinas de INTEL 600 metros Oeste, 200 metros Norte y 300 metros Oeste.

Fax: (506) 2298-1306.

Attn: Gustavo Barboza Vega.

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To the Sellers:

San José. Edificio Grupo SAMA. Contiguo a la Contraloría General de la República.

Fax (506) 2296-7816.

Attn: Rolando Cervantes Barrantes or Henry Zamora Castro.

Any notification or other communication shall be deemed delivered and received on the day that it is delivered or transmitted (or, if that day is not a business day, on the following business day) or, if it is sent by mail, on the third business day after the date it is placed in the mail. Either of the Parties may change its address at any time for purposes of effecting service, every so often, through notification to the other Party in accordance with this subsection.

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In witness whereof, the Parties sign this Agreement in duplicate originals in the city of San Jose, Costa Rica, this 3rd day of October, 2008.

For

The Purchaser:

Legal Representatives acting jointly

For

the Sellers:

Legal Representatives of SAMA VALORES, (G.S.), S.A. acting jointly

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And in the city of Managua, Nicaragua, this 1st day of October, 2008.

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