Mill Road Capital SC 13D CACHE / Mill Road Capital ownership change

CUSIP No. 127150308 Page 1 of 1 Page

Exhibit 3

CONFIRMING STATEMENT

This Confirming Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto or any joint filing agreements with respect thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Cache, Inc., a Florida corporation. The authority of Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs under this Confirming Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned’s ownership of or transactions in securities of Cache, Inc., unless earlier revoked in writing. The undersigned acknowledges that Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

Dated: February 15, 2013	/s/ Scott P. Scharfman
	Scott P. Scharfman