Exhibit
10.5.1


 


Access
Anytime Bancorp, Inc.


 


SUBSCRIPTION
AGREEMENT


 


Access Anytime Bancorp,
Inc.


Attn:  N.R. Corzine


5210 Eubank Blvd. N.E.


Albuquerque, New Mexico 87111


 


Ladies and Gentlemen:


 


1.                                       Subscription.  This Subscription Agreement, when and if accepted
by Access Anytime Bancorp, Inc., a Delaware corporation (the “Company”), shall
constitute a subscription for the shares identified in the following
sentence.  Subject to the terms and
conditions hereof, the undersigned, intending to be legally bound, hereby
irrevocably agrees to purchase from the Company,                 
shares of common stock, $0.01 par value per share (the “Common Stock”), at a
purchase price per share of $13.00, for an aggregate purchase price of $                        .


 


2.                                       Payment.  The undersigned encloses herewith a certified
or cashier’s check payable to the Company for the full amount of the purchase
price of the shares being subscribed for. 
The undersigned acknowledges and understands that the funds deposited
with the Company will be deposited in an interest bearing account until the
expiration of the offering.


 


3.                                       Acceptance of Subscription.  The undersigned understands and agrees that
the Company in its sole discretion reserves the right to reject this or any
other subscription for shares in whole or in part, notwithstanding prior
receipt by the undersigned of notice of acceptance and that the offering of the
Common Stock is being made only to institutional investors and residents of
certain states. If this subscription is rejected in whole or in part, the
Company shall promptly return all funds received from the undersigned to the
undersigned with interest thereon, and this Subscription Agreement shall
thereafter be of no further force or effect. The undersigned understands and
agrees that it/he/she must purchase at least 5,000 shares of Common Stock in
order to participate in this offering. Further, the undersigned understands and
agrees that this subscription is subject to each of the following terms and
conditions:


 


(a)                                  Any
shares issued and delivered on account of this subscription will be issued in
the name of and delivered only to the undersigned; and


 


(b)                                 This
subscription may not be terminated or revoked by the Subscriber without the
prior written consent of the Company.


 


4.                                       Representations and Warranties.  The undersigned hereby acknowledges,
represents, and warrants to, and agrees with, the Company as follows:


 


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(a)                                  the
undersigned understands that the offering and sale of the shares is intended to
be exempt from registration under the Securities Act of 1933, as amended (the “Securities
Act”), by virtue of Regulation D of the Securities and Exchange Commission and
in accordance with and in furtherance thereof, the undersigned represents and
warrants to and agrees with the Company as follows:


 


(i)                                     the
undersigned, or in the case of an entity its representatives, has read the
Company’s reports and other filings it makes with the Securities and Exchange
Commission and has had a reasonable opportunity to ask questions of and receive
answers from a person or persons acting on behalf of the Company concerning the
offering, and all such questions have been answered to the full satisfaction of
the undersigned;


 


(ii)                                  no
oral or written representations have been made other than as stated in this
Subscription Agreement, and no oral or written information furnished to the
undersigned, or in the case of an entity its advisor(s), in connection with the
offering were in any way inconsistent with the information stated herein;


 


(iii)                               the
undersigned, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so
as to be capable of evaluating the merits and risks of the prospective
investment in the Common Stock, and has so evaluated the merits and risks of
such investment and is able to bear the economic risk of an investment in the
Common Stock and, at the present time, is able to afford a complete loss of
such investment;


 


(iv)                              the
undersigned is not relying on the Company with respect to the tax and other
economic considerations of an investment, and the undersigned has relied on the
advice of, or has consulted with, the undersigned’s own advisors;


 


(v)                                 the
undersigned understands that the shares being acquired hereby have not been
registered under the Securities Act or under the Blue Sky or other securities
laws of any state, and, therefore, that it must bear the economic risk of the
investment for an indefinite period of time as the shares cannot be sold or
offered for sale unless the shares are subsequently so registered or the
Company receives an acceptable opinion of counsel to the effect that the shares
may be transferred without violation of the registration requirements of the
Securities Act and related state securities laws;


 


(vi)                              if
the undersigned is an individual, he or she has reached the age of majority in
his or her state of residence, has adequate means of providing for the
undersigned’s current financial needs and contingencies, is able to bear the
substantial financial risks of an investment in the shares for any indefinite
period of time, has no need for liquidity in such investment and, at the
present time, could afford a complete loss of such investments; and


 


(vii)                           the
undersigned is not purchasing the Common Stock as a result of an advertisement,
article, notice or other communication regarding the Common Stock published 


 


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in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or any other general
solicitation or general advertisement.


 


(viii)                        If
the undersigned is a partnership, corporation, limited liability company or
other entity, (x) the undersigned is an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization
with the requisite corporate or partnership power and authority to enter into
and to consummate the transactions contemplated by this Subscription Agreement
and otherwise to carry out its obligations hereunder; (y) the purchase by the
undersigned of the Common Stock hereunder has been duly authorized by all
necessary action on the part of the undersigned; and (z) this Subscription
Agreement has been duly executed by the undersigned, and when delivered by the
undersigned in accordance with the terms hereof, will constitute the valid and
legally binding obligation of the undersigned, enforceable against it in accordance
with its terms.


 


(b)                                 the
undersigned meets the requirements of one of the subparagraphs listed below
(please insert your initials in the appropriate place next to the description
applicable to you):


 


(i)                                     a
natural person who had individual income of more than $200,000 in each of the
two most recent years or joint income with that person’s spouse in excess of
$300,000 in each of those years and who reasonably expects to reach the same
income level in the current year;


 


 


(ii)                                  a
natural person whose individual net worth, or joint net worth with that person’s
spouse, is in excess of $1,000,000;


 


 


(iii)                               a
director or executive officer of the Company;


 


 


(iv)                              a
bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity; a broker
dealer registered pursuant to Section 15 of the Securities Exchange Act of
1934; an insurance company as defined in Section 2(13) of the Securities Act;
an investment company registered under the Investment Company Act of 1940 or a
business development company as defined in Section 2(a)(48) of that Act; a
small business investment company licensed by the U.S. Small Business Administration
under section 301(c) or (d) of the Small Business Investment Act of 1958; a
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions for the
benefit of its employees, such plan having total assets in 


 


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excess of $5,000,000; an employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974, where the investment
decision is made by a plan fiduciary as defined in Section 3(21) of such Act,
which is either a bank, savings and loan association, insurance company, or
registered investment advisor, or where the employee benefit plan has total
assets in excess of $5,000,000 or, where, if a self-directed plan, the
investment decisions are made solely by persons meeting the requirements of at
least one of the definitions of these subparagraphs;


 


 


(v)                                 a
private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940;


 


 


(vi)                              an
organization described in section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total
assets in excess of $5,000,000;


 


 


(vii)                           a
trust with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act;
or


 


 


(viii)                        an
entity in which all of the equity owners meet the requirements of at least one
of the above subparagraphs.


 


 


(c)                                  the
undersigned acknowledges:


 


(i)                                     that
the Subscriber is aware that investment in the shares involves a number of very
significant risks; and


 


(ii)                                  the
representations, warranties, and agreements of the undersigned contained herein
shall survive the execution and delivery of this Subscription Agreement and the
purchase of the shares.


 


5.                                       Restrictions on Transferability Restrictive Legend.  The undersigned acknowledges and agrees that
it/he/she will not attempt to transfer the shares of Common Stock being
purchased hereunder until such time as the holding period restrictions of Rule
144(d) of the rules of regulations promulgated under the Securities Act shall
have expired. In order to reflect the restrictions on disposition of the shares
purchased hereunder, the stock certificates for such shares will be endorsed
with substantially the following restrictive legend:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”) OR ANY STATE SECURITIES LAWS,
AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR LAWS 


 


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OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


6.                                       Indemnification.  The undersigned agrees to indemnify and hold
harmless the Company and its officers, directors, employees, agents, and
affiliates against any and all loss, liability, claim, damage, and expense
whatsoever (including, but not limited to, any and all expenses reasonably
incurred in investigating, preparing, or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of or based upon
any false representation or warranty or breach or failure by the undersigned to
comply with any covenant or agreement made by the undersigned herein or in any
other document furnished by the undersigned to any of the foregoing in
connection with this transaction.


 


7.                                       Irrevocability; Binding Effect.  The undersigned hereby acknowledges and
agrees that the subscription hereunder is irrevocable, that, except as required
by law, the undersigned is not entitled to cancel, terminate, or revoke this
Subscription Agreement or any agreements of the undersigned hereunder, and that
this Subscription Agreement and such other agreements shall survive the death
or disability of the undersigned and shall be binding upon and inure to the
benefits of the parties and their heirs, executors, administrators, successors,
legal representatives, and permitted assigns.


 


8.                                       Modification.  Neither this Subscription Agreement nor any
provisions hereof shall be waived, modified, discharged, or terminated except
by an instrument in writing signed by the party against whom any such waiver,
modification, discharge, or termination is sought.


 


9.                                       Notices.  Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered against receipt to the
party to whom it is to be given (a) if to the Company, at the address set forth
above, or (b) if to the undersigned, at the address set forth on the signature
page hereof (or, in either case, to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section
(9)).  Any notice or other communication
given by certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party’s address which shall be deemed given at
the time of receipt thereof.


 


10.                                 Assignability.  This Subscription Agreement and the rights
and obligations hereunder are not transferable or assignable by the
undersigned.


 


11.                                 Applicable Law.  This Subscription Agreement shall be governed
by and construed in accordance with the laws of the State of New Mexico as
applied to residents of that state executing contracts wholly to be performed
in that state, without regard to such state’s conflicts of laws provision.


 


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12.                                 Entire
Agreement.  This Subscription
Agreement constitutes the entire agreement between the parties hereto with
respect to its subject matter and supersedes all prior agreements, whether
written or oral.


 


[Remainder
of page left intentionally blank; signature page follows]


 


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IN WITNESS WHEREOF, I
have executed this Agreement this              day of                         ,
2004.


 


If the purchaser is an
INDIVIDUAL, please complete the following:


 


 


	
  Number of shares

  	
   

  	
   

  
	
  being purchased:

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature of Investor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security Number

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


If the purchaser is a
PARTNERSHIP, CORPORATION, or TRUST, please complete the following:


 


	
  Number of Shares

  	
   

  	
   

  
	
  being purchased:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Partnership,
  Corporation or Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


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If the purchaser has indicated that the shares will be
held as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY, please
complete the following:


 


	
   

  	
   

  	
   

  
	
   

  	
  Print name of Spouse or

  
	
   

  	
  Other
  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature of Spouse or

  
	
   

  	
  Other
  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security Number

  



 


ACCEPTED AND AGREED:


 


Access Anytime Bancorp, Inc.


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


Date:                                   ,
2004


 


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