0001047469-13-002609 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 12th, 2013 • Cache Inc • Retail-women's clothing stores • Florida

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

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FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 12th, 2013 • Cache Inc • Retail-women's clothing stores • New York

THIS AGREEMENT (the “Agreement”), is made, effective as of the day of , 2011 (the “Date of Grant”), between Cache, Inc. (hereinafter called the “Company”), and (hereinafter called the “Participant”).

AMENDMENT NO. 1 to INVESTMENT AGREEMENT
Investment Agreement • March 12th, 2013 • Cache Inc • Retail-women's clothing stores

This AMENDMENT NO. 1 TO INVESTMENT AGREEMENT (this “Amendment”), dated as of March 12, 2013, is made by and among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis” and, together with MFP and Mill Road, each an “Investor” and, collectively, the “Investors”) to the Investment Agreement, dated as of February 5, 2013 (the “Agreement”), made by and among Cache and each of the Investors. Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Agreement.

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