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Cache Announces CEO Succession

Pursuant to the Backstop and Investment Agreement, Mr. Margolis and Mill Road have been granted the right to purchase additional shares of Common Stock from the Company for $1.65 per share in an amount sufficient to enable them to acquire $1.0 million and $3.5 million of Common Stock, respectively, to the extent that they are not able to acquire those amounts through the Rights Offering and the backstop. The Company expects to commence the Rights Offering as soon as practicable, and has not yet determined the record date, anticipated issuance date, or expiration date in respect of the Rights Offering. The Backstop and Investment Agreement is subject to satisfaction of customary conditions, including shareholder approval of the issuance of the shares thereunder. Financo LLC. is serving as the exclusive financial advisor to Cache in this transaction. Schulte Roth & Zabel LLP served as counsel to Cache in connection with the transactions described herein. Skadden, Arps, Slate, Meagher & Flom LLP and Foley Hoag LLP represented MFP and Mill Road, respectively.

The Company also announced today that it entered into a Voting Agreement with MFP Partners and Mill Road providing that Michael F. Price and an independent individual designated by Mill Road will be appointed to serve as directors of the Company on the day prior to the shareholders meeting to vote on the issuance of shares in the Rights Offering and under the Backstop and Investment Agreement (or such later date designated by them). In addition, the Voting Agreement provides, among other things, that at the Company's 2013 annual meeting of shareholders, such individuals, and an additional individual designated by MFP Partners, will be nominated for election to the Board and each of MFP Partners and Mill Road will vote all of their shares of Common Stock in favor of the election of such individuals to the Board, in each case, subject to the terms of the Voting Agreement. The term of the Voting Agreement expires immediately following the 2013 annual meeting of shareholders, unless earlier terminated in accordance with its terms.

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