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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
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On June 30, 2016, Richard
Cohen notified the Board of Directors (the "Board") of Crossroads Capital, Inc. (the "Company") of his resignation
from the Board effective on that date. Mr. Cohen’s resignation was not the result of any disagreement with the Company on
any matters relating to the Company's operations, policies or practices.
On June 30, 2016, the
Board appointed Phillip Goldstein to fill the vacant Board seat, effective immediately, and to serve as a director for the remainder
of Mr. Cohen’s current term or until his successor is duly elected and qualified. In connection with Mr. Goldstein’s
appointment, the Board of Directors determined that Mr. Goldstein is “independent” under the rules of the Nasdaq Capital
Market and is not an “interested person” of the Company under the Investment Company Act of 1940, as amended. As disclosed
in Amendment 1 to the Company’s most recent Annual Report on Form 10-K/A, on March 30, 2016, Bulldog Investors, LLC (“Bulldog”)
was reimbursed $125,157 in legal and proxy solicitation costs incurred as a result of the contested proxy campaign in connection
with the Company’s 2015 Annual Meeting of Stockholders. Mr. Goldstein is a control person of Bulldog, as further described
below.
Mr. Goldstein will
receive compensation as an independent director in accordance with the Company’s compensation practices described in the
Company’s Amendment No. 1 on Form 10-K/A filed with the Securities and Exchange Commission on April 28, 2016.
The Board also appointed
Mr. Goldstein to serve on the Audit Committee, the Compensation Committee and the Nominating Committee, effective June 30, 2016.
Biographical and other
information for Mr. Goldstein is set forth below.
Mr.
Goldstein currently serves as Principal and lead investment strategist of Bulldog Investors, LLC, an SEC-registered investment
adviser, which he co-founded in 1993, and Principal of the
general partner of several private
investment partnerships in the Bulldog Investors group of private funds. Mr. Goldstein has served as Director and Chairman of Special
Opportunities Fund, Inc. (NYSE: SPE), a closed-end fund, since 2009, Director and Chairman of the Mexico Equity and Income Fund
Inc. (NYSE: MXE), a closed-end fund, since 2000, Director of MVC Capital, Inc. (NYSE: MVC), a publicly-traded business development
company, since 2012, and Director and Chairman of Emergent Capital, Inc. (NYSE: EMG) (f/k/a Imperial Holdings, Inc.), a specialty
finance company, since 2012. Mr. Goldstein previously served as Director and Chairman of Brantley Capital Corporation (formerly
Nasdaq: BBDC), a publicly-traded business development company, from 2001 to 2013, Director of ASA Ltd. (NYSE: ASA), a gold and
precious metals and mining fund, from 2008 to 2013, and Director of Korea Equity and Income Fund, Inc. from 2010 to 2012. Mr. Goldstein
graduated from the University of Southern California in 1966 with a Bachelor of Engineering degree and from City College, New York
in 1968 with a Master of Engineering degree.