**Exhibit10.5.1**

** **

**AccessAnytime Bancorp, Inc.**

 

**SUBSCRIPTIONAGREEMENT**

 

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 acceptedby Access Anytime Bancorp, Inc., a Delaware corporation (the “Company”), shallconstitute a subscription for the shares identified in the followingsentence.  Subject to the terms andconditions hereof, the undersigned, intending to be legally bound, herebyirrevocably agrees to purchase from the Company,                 shares of common stock, $0.01 par value per share (the “Common Stock”), at apurchase price per share of $13.00, for an aggregate purchase price of $                        .

 

2.                                       ***Payment.***  The undersigned encloses herewith a certifiedor cashier’s check payable to the Company for the full amount of the purchaseprice of the shares being subscribed for. The undersigned acknowledges and understands that the funds depositedwith the Company will be deposited in an interest bearing account until theexpiration of the offering.

 

3.                                       ***Acceptance of Subscription***.  The undersigned understands and agrees thatthe Company in its sole discretion reserves the right to reject this or anyother subscription for shares in whole or in part, notwithstanding priorreceipt by the undersigned of notice of acceptance and that the offering of theCommon Stock is being made only to institutional investors and residents ofcertain states. If this subscription is rejected in whole or in part, theCompany shall promptly return all funds received from the undersigned to theundersigned with interest thereon, and this Subscription Agreement shallthereafter be of no further force or effect. The undersigned understands andagrees that it/he/she must purchase at least 5,000 shares of Common Stock inorder to participate in this offering. Further, the undersigned understands andagrees that this subscription is subject to each of the following terms andconditions:

 

(a)                                  Anyshares issued and delivered on account of this subscription will be issued inthe name of and delivered only to the undersigned; and

 

(b)                                 Thissubscription may not be terminated or revoked by the Subscriber without theprior 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)                                  theundersigned understands that the offering and sale of the shares is intended tobe exempt from registration under the Securities Act of 1933, as amended (the “SecuritiesAct”), by virtue of Regulation D of the Securities and Exchange Commission andin accordance with and in furtherance thereof, the undersigned represents andwarrants to and agrees with the Company as follows:

 

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

 

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

 

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

 

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

 

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

 

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

 

(vii)                           theundersigned 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 overtelevision or radio or presented at any seminar or any other generalsolicitation or general advertisement.

 

(viii)                        Ifthe undersigned is a partnership, corporation, limited liability company orother entity, (x) the undersigned is an entity duly organized, validly existingand in good standing under the laws of the jurisdiction of its organizationwith the requisite corporate or partnership power and authority to enter intoand to consummate the transactions contemplated by this Subscription Agreementand otherwise to carry out its obligations hereunder; (y) the purchase by theundersigned of the Common Stock hereunder has been duly authorized by allnecessary action on the part of the undersigned; and (z) this SubscriptionAgreement has been duly executed by the undersigned, and when delivered by theundersigned in accordance with the terms hereof, will constitute the valid andlegally binding obligation of the undersigned, enforceable against it in accordancewith its terms.

 

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

 

(i)                                     anatural person who had individual income of more than $200,000 in each of thetwo 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 sameincome level in the current year;

 

 

(ii)                                  anatural person whose individual net worth, or joint net worth with that person’sspouse, is in excess of $1,000,000;

 

 

(iii)                               adirector or executive officer of the Company;

 

 

(iv)                              abank as defined in Section 3(a)(2) of the Securities Act, or a savings and loanassociation or other institution as defined in Section 3(a)(5)(A) of theSecurities Act whether acting in its individual or fiduciary capacity; a brokerdealer registered pursuant to Section 15 of the Securities Exchange Act of1934; 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 abusiness development company as defined in Section 2(a)(48) of that Act; asmall business investment company licensed by the U.S. Small Business Administrationunder section 301(c) or (d) of the Small Business Investment Act of 1958; aplan established and maintained by a state, its political subdivisions, or anyagency or instrumentality of a state or its political subdivisions for thebenefit 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 ofthe Employee Retirement Income Security Act of 1974, where the investmentdecision 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, orregistered investment advisor, or where the employee benefit plan has totalassets in excess of $5,000,000 or, where, if a self-directed plan, theinvestment decisions are made solely by persons meeting the requirements of atleast one of the definitions of these subparagraphs;

 

 

(v)                                 aprivate business development company as defined in Section 202(a)(22) of theInvestment Advisers Act of 1940;

 

 

(vi)                              anorganization described in section 501(c)(3) of the Internal Revenue Code,corporation, Massachusetts or similar business trust, or partnership, notformed for the specific purpose of acquiring the securities offered, with totalassets in excess of $5,000,000;

 

 

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

 

 

(viii)                        anentity in which all of the equity owners meet the requirements of at least oneof the above subparagraphs.

 

 

(c)                                  theundersigned acknowledges:

 

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

 

(ii)                                  therepresentations, warranties, and agreements of the undersigned contained hereinshall survive the execution and delivery of this Subscription Agreement and thepurchase of the shares.

 

5.                                       ***Restrictions on Transferability Restrictive Legend***.  The undersigned acknowledges and agrees thatit/he/she will not attempt to transfer the shares of Common Stock beingpurchased hereunder until such time as the holding period restrictions of Rule144(d) of the rules of regulations promulgated under the Securities Act shallhave expired. In order to reflect the restrictions on disposition of the sharespurchased hereunder, the stock certificates for such shares will be endorsedwith substantially the following restrictive legend:

 

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

 

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**ORCOMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HASRECEIVED 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 holdharmless the Company and its officers, directors, employees, agents, andaffiliates against any and all loss, liability, claim, damage, and expensewhatsoever (including, but not limited to, any and all expenses reasonablyincurred in investigating, preparing, or defending against any litigationcommenced or threatened or any claim whatsoever) arising out of or based uponany false representation or warranty or breach or failure by the undersigned tocomply with any covenant or agreement made by the undersigned herein or in anyother document furnished by the undersigned to any of the foregoing inconnection with this transaction.

 

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

 

8.                                       ***Modification***.  Neither this Subscription Agreement nor anyprovisions hereof shall be waived, modified, discharged, or terminated exceptby 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 orpermitted to be given hereunder shall be in writing and shall be mailed bycertified mail, return receipt requested, or delivered against receipt to theparty to whom it is to be given (a) if to the Company, at the address set forthabove, or (b) if to the undersigned, at the address set forth on the signaturepage hereof (or, in either case, to such other address as the party shall havefurnished in writing in accordance with the provisions of this Section(9)).  Any notice or other communicationgiven 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 atthe time of receipt thereof.

 

10.                                 ***Assignability***.  This Subscription Agreement and the rightsand obligations hereunder are not transferable or assignable by theundersigned.

 

11.                                 ***Applicable Law***.  This Subscription Agreement shall be governedby and construed in accordance with the laws of the State of New Mexico asapplied to residents of that state executing contracts wholly to be performedin that state, without regard to such state’s conflicts of laws provision.

 

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12*.****                                 EntireAgreement***.  This SubscriptionAgreement constitutes the entire agreement between the parties hereto withrespect to its subject matter and supersedes all prior agreements, whetherwritten or oral.

 

*[Remainderof page left intentionally blank; signature page follows]*

 

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IN WITNESS WHEREOF, Ihave executed this Agreement this              day of                         ,2004.

 

If the purchaser is anINDIVIDUAL, please complete the following:

 

 
| Number of shares |                   |   |
|------------------|------------------------|--------|
| being purchased: | Print Name             |
|             |                   |   |
|             |                   |   |   |
|             | Signature of Investor  |
|             |                   |
|             |                   |   |
|             | Social Security Number |
|             |                   |
|             | Address:               |
|             |                   |   |
|             |                   |   |
|             |                   |   |
|             |                   |   |

 

 

If the purchaser is aPARTNERSHIP, 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 beheld as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY, pleasecomplete 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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