2(a)

Articles of Incorporation of First Light Bancorp*

2(b)

By-Laws of First Light Bancorp*

4(a)

Form of Rights Offering Subscription Agreement*

4(b)

Form of Clarksville Subscription Agreement*

6(a)

Employment Agreement, dated July 1, 2015, between First Light Bancorp and Thomas L. Austerman*

6(b)

Deferred Compensation Plan, dated July 1, 2015, between First Light Bancorp and Thomas L. Austerman*

6(c)

Change in Control Agreement, dated September 10, 2015, between First Light Bancorp and Thomas L. Austerman*

6(d)

Employment Agreement, dated August 20, 2014, between Evansville Commerce Bank and Lucas J. Yaeger*

6(e)

Change in Control Agreement, dated August 20, 2014, between Evansville Commerce Bank and Lucas J. Yaeger*

6(f)

Employment Agreement, dated August 29, 2014, between Evansville Commerce Bank and John M. Schenk*

6(g)

Change in Control Agreement, dated September 5, 2014, between Evansville Commerce Bank and John M. Schenk*

6(h)

Business Loan Agreement, dated December 23, 2014, between First Light Bancorp and The Paducah Bank and Trust Company*

6(i)

Evansville Commerce Bank Phantom Stock Plan, dated August 20, 2014*

8

Form of Escrow Agreement*

10

Power of Attorney*

11(a)

Consent of BKD LLP*

11(b)

Consent of SmithAmundsen LLC (incorporated by reference to Exhibit 12)*

12

Opinion of SmithAmundsen LLC*

13

Testing the Waters Materials

FIRST LIGHT BANCORP

By

/s/ Thomas L. Austerman

Thomas L. Austerman

Director, President and Chief Executive Officer

(Principal Executive Officer)

/s/ Thomas L. Austerman

Thomas L. Austerman

Director, President and Chief Executive Officer

(Principal Executive Officer)

/s/ John Schenk

John Schenk

Treasurer

(Principal Financial and Accounting Officer)

/s/ Reed S. Schmitt*

Reed S. Schmitt

Chairman of the Board of Directors

/s/ J.P. Engelbrecht*

J.P. Engelbrecht

Director

/s/ Lester R. Hammer*

Lester R. Hammer

Director

/s/ William W. Harrod*

William W. Harrod

Director

/s/ Mark R. Ide*

Mark R. Ide

Director

/s/ Arthur W. Klipsch*

Arthur W. Klipsch

Director

/s/ Robert B. Wright*

Robert B. Wright

Director

*By:

/s/ Thomas L. Austerman

Thomas L. Austerman, Attorney-in-Fact

The Offering:

1,538,462 Shares, or approximately $10 million, of Common Stock of the Company consisting of $5 million to be sold to investors residing in south central Indiana and north central Kentucky (including but not limited to the residents of Clark, Floyd, Harrison, and Scott Counties in Indiana and Jefferson, Bullitt, Oldham, and Shelby Counties in Kentucky) (the “Clarksville Offering”) and $5 million to be sold to existing shareholders of the Company as of September 22, 2015 (the “Rights Offering”). The Offering is being sold directly by the Company, and is not being underwritten. The Shares are being offered pursuant to Regulation A under the Securities Act of 1933 and applicable state securities laws.

The Clarksville Offering is conditioned upon the sale of at least 769,231 Shares, or gross proceeds of at least $5 million. All proceeds will be held in an escrow account until this minimum is achieved. If this minimum is not achieved, no subscriptions will be accepted by the Company in the Clarksville Offering and the money will be returned, without interest, to those who have subscribed.

The closing of the Rights offering is not conditioned upon the sale of any minimum number of Shares.

Purchase Price:

The Board of Directors of the Company has established the Purchase Price at $6.50 per share of Common Stock.

Minimum and Maximum Purchase Limitations for the Clarksville Offering:

The minimum subscription per individual or entity in the Clarksville Offering is 3,077 Shares or $20,000.50. A purchaser in the Clarksville Offering will be entitled to purchase a maximum of 92,307 Shares or $599,995.50.

Reasons for Offering:

The Company and the Bank are committed to maintaining high capital levels in order to allow for additional growth, increase the Bank’s competitive position through increased lending limits and enhance the Bank’s ability to take advantage of opportunities which may arise from time to time.

In addition, management believes the Bank has an opportunity to establish a presence in the Clark and Floyd County, Indiana banking market. In this respect, the Bank has received approval to open a banking office at 1122 Veterans Parkway, Clarksville, Indiana. If the Company does not sell at least 769,231 shares in the Clarksville Offering, the Clarksville Offering will not close and the Bank will not open the new banking office.

As such, because of the growth of the Bank and the proposed opening of the new banking office in Clarksville, management believes it is beneficial to increase the Bank’s capital at this time in order to better support this growth and anticipated growth.

Use of Proceeds:

The net proceeds of the Clarksville Offering will be used to support the proposed banking office of The Commerce Bank at Clarksville and the proceeds of the Rights Offering will be used primarily to increase the capital accounts of the Bank.