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Filing Details

Accession Number:: 0001171520-24-000094
Form Type:: 13G Filing
Publication Date:: 2024-02-07 19:00:00

Filed By:: Fj Capital Management Llc
Company:: Independent Bank Corp (NASDAQ:IBCP)
Filing Date:: 2024-02-08
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
FJ Capital Management	1,288,658	982,012	1,288,658	6.18%
Financial Opportunity Fund	982,012	982,012	982,012	4.71%
Martin Friedman	1,288,658	982,012	1,288,658	6.18%
Bridge Equities III	263,909	263,909	263,909	1.27%
Bridge Equities VIII	16,000	16,000	16,000	0.08%
Bridge Equities IX	26,737	26,737	26,737	0.13%
SunBridge Manager	306,646	306,646	306,646	1.47%
SunBridge Holdings	306,646	306,646	306,646	1.47%
White Oak Enterprises, Inc	306,646	306,646	306,646	1.47%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4) *

Independent Bank MICH (IBCP)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

453838609

(CUSIP Number)

12/31/2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	☐	Rule 13d-1(b)

	☑	Rule 13d-1(c)

	☐	Rule 13d-1(d)

* 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 which would alter the disclosures provided in a prior cover page.

The information required in 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 (“Act”) 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.

453838609

Page 2 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			FJ Capital Management
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,288,658 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	982,012 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,288,658 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			6.18%
12	TYPE OF REPORTING PERSON			IA

(1)

Consists of 982,012 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, 263,909 shares common stock of the Issuer held by Bridge Equities III, LLC, 16,000 shares common stock of the Issuer held by Bridge Equities VIII, LLC, and 26,737 shares common stock of the Issuer held by Bridge Equities IX, LLC, of which FJ Capital Management LLC is the sub-investment advisor; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

(2)

Consists of 982,012 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

CUSIP No.

453838609

Page 3 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Financial Opportunity Fund LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	982,012 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	982,012 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			982,012 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			4.71%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 982,012 shares of common stock of the Issuer held by Financial Opportunity Fund, LLC.

CUSIP No.

453838609

Page 4 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Martin Friedman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			United States
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,288,658 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	982,012 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,288,658 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			6.18%
12	TYPE OF REPORTING PERSON			IN

(1)

Consists of 982,012 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, 263,909 shares common stock of the Issuer held by Bridge Equities III, LLC, 16,000 shares common stock of the Issuer held by Bridge Equities VIII, LLC, and 26,737 shares common stock of the Issuer held by Bridge Equities IX, LLC, of which FJ Capital Management LLC is the sub-investment advisor. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

(2)

Consists of 982,012 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

CUSIP No.

453838609

Page 5 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Bridge Equities III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	263,909 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	263,909 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			263,909 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			1.27%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 263,909 shares of common stock of the Issuer held by Bridge Equities III, LLC

CUSIP No.

453838609

Page 6 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Bridge Equities VIII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	16,000 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	16,000 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			16,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			0.08%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 16,000 shares of common stock of the Issuer held by Bridge Equities VIII, LLC

CUSIP No.

453838609

Page 7 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Bridge Equities IX, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	26,737 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	26,737 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			26,737 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			0.13%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 26,737 shares of common stock of the Issuer held by Bridge Equities IX, LLC

CUSIP No.

453838609

Page 8 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			SunBridge Manager, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	306,646 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	306,646 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			306,646 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			1.47%
12	TYPE OF REPORTING PERSON			OO

(1)

CUSIP No.

453838609

Page 9 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			SunBridge Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	306,646 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	306,646 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			306,646 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			1.47%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 263,909 shares common stock of the Issuer held by Bridge Equities III, LLC, 16,000 shares common stock of the Issuer held by Bridge Equities VIII, LLC, and 26,737 shares common stock of the Issuer held by Bridge Equities IX, LLC of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares, but as to which the Reporting Person disclaims beneficial ownership.

CUSIP No.

453838609

Page 10 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			White Oak Enterprises, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Maryland
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	306,646 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	306,646 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			306,646 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			1.47%
12	TYPE OF REPORTING PERSON			CO

(1)

Consists of 263,909 shares common stock of the Issuer held by Bridge Equities III, LLC, 16,000 shares common stock of the Issuer held by Bridge Equities VIII, LLC, and 26,737 shares common stock of the Issuer held by Bridge Equities IX, LLC of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC. White Oak Enterprises, Inc. is the Manager of SunBridge Holdings, LLC; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

CUSIP No.

453838609

Page 11 of 17

Item 1(a).		Name of Issuer:

		Independent Bank Mich (IBCP)

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		4200 East Beltline Ave
		Grand Rapids, MI 49525

Item 2(a).		Name of Person Filing:

		This Schedule 13G is being filed on behalf of the following Reporting Persons: Financial Opportunity Fund LLC FJ Capital Management LLC Martin Friedman Bridge Equities III, LLC Bridge Equities VIII, LLC Bridge Equities IX, LLC SunBridge Manager, LLC SunBridge Holdings, LLC White Oak Enterprises, Inc.

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		FJ Capital Management, LLC 7901 Jones Branch Drive, Suite 210 McLean, VA 22102 Financial Opportunity Fund LLC 7901 Jones Branch Drive, Suite 210 McLean, VA 22102 Martin Friedman 7901 Jones Branch Drive, Suite 210 McLean, VA 22102 Bridge Equities III, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 Bridge Equities VIII, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 Bridge Equities IX, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759

	CUSIP No.		453838609		Page 12 of 17
				SunBridge Manager LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 SunBridge Holdings LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 White Oak Enterprises, Inc. 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759

Item 2(c).				Citizenship:

				Financial Opportunity Fund LLC, Bridge Equities III, LLC, Bridge Equities VIII, LLC, Bridge Equities IX, LLC, and FJ Capital Management LLC, SunBridge Manager, LLC, SunBridge Holdings, LLC – Delaware limited liability companies Martin Friedman – United States citizen White Oak Enterprises, Inc. – Maryland corporation

Item 2(d).				Title of Class of Securities:

				Common Stock

Item 2(e).				CUSIP Number:

				453838609

Item 3.		If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

CUSIP No.		453838609			Page 13 of 17

	(i)		☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

	(j)		☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned:

	FJ Capital Management LLC – 1,288,658 shares Financial Opportunity Fund LLC – 982,012 shares Martin Friedman – 1,288,658 shares Bridge Equities III, LLC – 263,909 shares Bridge Equities VIII, LLC – 16,000 shares Bridge Equities IX, LLC – 26,737 shares SunBridge Manager, LLC – 306,646 shares SunBridge Holdings, LLC - 306,646 shares White Oak Enterprises, Inc. – 306,646 shares

(b)	Percent of class:

	FJ Capital Management LLC – 6.18% Financial Opportunity Fund LLC – 4.71% Martin Friedman – 6.18% Bridge Equities III, LLC – 1.27% Bridge Equities VIII, LLC – 0.08% Bridge Equities IX, LLC – 0.13% SunBridge Manager, LLC – 1.47% SunBridge Holdings, LLC – 1.47% White Oak Enterprises, Inc. – 1.47%

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote

		All Reporting Persons - 0

	(ii)	Shared power to vote or to direct the vote

		FJ Capital Management LLC – 1,288,658 shares Financial Opportunity Fund LLC – 982,012 shares Martin Friedman – 1,288,658 shares Bridge Equities III, LLC – 263,909 shares Bridge Equities VIII, LLC – 16,000 shares Bridge Equities IX, LLC – 26,737 shares SunBridge Manager, LLC – 306,646 shares SunBridge Holdings, LLC - 306,646 shares White Oak Enterprises, Inc. – 306,646 shares

CUSIP No.	453838609			Page 14 of 17

		(iii)	Sole power to dispose or to direct the disposition of

			All Reporting Persons – 0

		(iv)	Shared power to dispose or to direct the disposition of

			FJ Capital Management LLC – 982,012 shares Financial Opportunity Fund LLC – 982,012 shares Martin Friedman – 982,012 shares Bridge Equities III, LLC – 263,909 shares Bridge Equities VIII, LLC – 16,000 shares Bridge Equities IX, LLC – 26,737 shares SunBridge Manager, LLC – 306,646 shares SunBridge Holdings, LLC - 306,646 shares White Oak Enterprises, Inc. – 306,646 shares

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	N/A.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	N/A

Item 8.	Identification and Classification of Members of the Group.

	Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

Item 9.	Notice of Dissolution of Group.

	N/A

Item 10.		Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

CUSIP No.

453838609

Page 15 of 17

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.

Date: 1/10/2024

Financial Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

FJ Capital Management LLC

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

/s/ Martin Friedman

MARTIN FRIEDMAN

CUSIP No.

453838609

Page 16 of 17

Bridge Equities III, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

Bridge Equities VIII, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

Bridge Equities IX, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

SunBridge Manager, LLC

By: SunBridge Holdings, LLC, its Managing Member

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

SunBridge Holdings, LLC

By: White Oak Enterprises, Inc., its Manager

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

White oak enterprises, inc.

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

CUSIP No.

453838609

Page 17 of 17

Joint Filing Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock Independent Bank MICH (IBCP) shall be filed on behalf of the undersigned.

FINANCIAL OPPORTUNITY FUND LLC

By: FJ Capital Management, LLC

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

FJ CAPITAL MANAGEMENT LLC

By: FJ Capital Management, LLC

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

/s/ Martin Friedman

MARTIN FRIEDMAN

BRIDGE EQUITIES III, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

BRIDGE EQUITIES VIII, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

BRIDGE EQUITIES IX LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

SUNBRIDGE MANAGER, LLC

By: SunBridge Holdings, LLC, its Managing Member

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

SUNBRIDGE HOLDINGS, LLC

By: White Oak Enterprises, Inc., its Manager

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President

WHITE OAK ENTERPRISES, INC.

By: /s/ David J. Korotkin

Name: David J. Korotkin

Title: Vice President