Exhibit 4.6


 




	
  

  	
  RIGHTS
  CERTIFICATE #: NUMBER OF
  RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
  COMPANY’S PROSPECTUS DATED April ( ), 2013 (THE “PROSPECTUS”) AND
  ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE
  UPON REQUEST FROM LAUREL HILL ADVISORY GROUP, LLC, THE INFORMATION AGENT.
  CACHE, INC. (Incorporated under the laws of the State of Florida)
  TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Rights Cusip 127150 12 6
  Evidencing Transferable Subscription Rights, each to Purchase Shares of
  Common Stock of Cache, Inc. Subscription Price: $1.65 per Share THE
  SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
  EASTERN TIME, ON APRIL ( ), 2013, UNLESS EXTENDED BY THE COMPANY. THIS
  CERTIFIES THAT the registered owner whose name is inscribed hereon is the
  owner of the number of transferable subscription rights (“Rights”) set forth
  above. Each whole Right entitles the holder thereof to subscribe for and
  purchase one share of common stock, with a par value of $0.01 per share (the
  “Common Stock”) of Cache, Inc., a Florida corporation, at a subscription
  price of $1.65 per Share (the “Basic Subscription Privilege”), pursuant to a
  rights offering (the “Rights Offering”), on the terms and subject to the
  conditions set forth in the Prospectus. If a holder of Rights exercises its
  Basic Subscription Right in full and other holders of Rights do not fully
  exercise their Basic Subscription Rights, such holder may also exercise an
  over-subscription right (the “Over-Subscription Right”) to purchase
  additional shares of Common Stock that remain unsubscribed as a result of any
  unexercised Rights. The Rights represented by this Subscription Rights
  Certificate may be exercised by completing Form 1 and any other
  appropriate forms on the reverse side hereof and by returning the full
  payment of the subscription price for each share of Common Stock in
  accordance with the Instructions set forth in Form 1 hereto, the
  Prospectus, and the Instructions for Use of Cache, Inc. Subscription
  Rights Certificates. This Subscription Rights Certificate is not valid unless
  countersigned by the subscription agent. WITNESS the seal of Cache, Inc.
  and the signatures of its duly authorized officers. COUNTERSIGNED AND
  REGISTERED: Chief Executive Officer and Chairman of the Board Chief Financial
  Officer By: CONTINENTAL STOCK TRANSFER & TRUST COMPANY

  






 















	
  

  	
  FORM OF
  ELECTION TO PURCHASE PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. The
  registered holder of this Rights Certificate is entitled to exercise the
  number of Rights shown in the upper right hand corner of the Rights
  Certificate and may subscribe for additional shares of common stock pursuant
  to the Over-Subscription Right upon the terms and conditions specified in the
  Prospectus. The undersigned hereby notifies the Subscription Agent of its
  Irrevocable election to subscribe for shares of common stock in the following
  amounts: To subscribe for shares of common stock pursuant to your Basic
  Subscription Right, please complete lines (a) and (c) and sign below. To
  subscribe for shares of common stock pursuant to your Over-Subscription
  Right, please also complete line (b). (a) EXERCISE OF BASIC SUBSCRIPTION
  RIGHT:   I subscribe for (No. of shares
  of common stock) x $1.65 (Subscription Price) = $ (Payment)   (b) EXERCISE OF OVER-SUBSCRIPTION
  PRIVILEGE Right:  If you have exercised
  your Basic Subscription Right in full and wish to subscribe for additional
  shares of common stock pursuant to your Over-Subscription Right:   I subscribe for (No. of shares of common
  stock) x $1.65 (Subscription Price) = $ (Payment) (c) Total Amount of Payment
  Enclosed $ SIGNATURE(S) I acknowledge that I have received the Prospectus
  Right and I hereby irrevocably subscribe for the number of shares indicated
  above, all on the terms and conditions specified in the Prospectus.
  Signature(s) of Subscriber(s) IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN
  EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE
  FRONT OF THIS RIGHTS CERTIFICATE. If signature is by trustee(s),
  executor’(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s),
  (officers) of a corporation or another acting in a fiduciary or
  representative capacity, please provide the following information (please
  print). See the instructions. Name(s): METHOD OF PAYMENT (CHECK ONE):
  Capacity (Full Title): CASHIER’S OR CERTIFIED CHECK FRAWN ON A U.S. BANK Wire
  transfer of immediately available funds directly to the account maintained by
  Continental Stock Transfer & trust Company, as Subscription Agent, for
  purposes of accepting subscriptions in this Rights Offering at at JP Morgan
  Chase Bank, ABA: 021000021, Account #: 475580389, Continental Stock Transfer
  FBO Cache. Inc., with reference to the rights holder’s name DELIVERY TO
  DIFFERENT ADDRESS:    If you wish for
  the Common Stock underlying your subscription rights, a certificate
  representing unexercised subscription rights or the proceeds of any sale of
  subscription rights to be delivered to an address different from that shown
  on the face of this Subscription Rights Certificate, please enter the
  alternate address below, sign and have your signature guaranteed TRANSFER TO
  DESIGNATED TRANSFEREE For value received of the subscription rights
  represented by this Subscription Rights Certificate To transfer your
  subscription rights to another person, please complete the below and have
  your signature medallion stamp guaranteed is assigned to: Social Security #:
  SIGNATURE GUARANTEED: Signature(s): IMPORTANT: The signature(s) should be
  guaranteed by an eligible guarantor institution(bank, stock broker, savings
  & loan association or credit union) with membership in an approved
  signature guarantee medallion program pursuant to Rule 17Ad-15 under the
  Securities Exchange Act of 1934, as amended. FOR INSTRUCTIONS ON THE USE OF
  CACHE, INC SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT LAUREL HILL ADVISORY
  GROUP, LLC, THE INFORMATION AGENT, AT ()