ANNAS LINENS, INC. S-1/A

AMENDMENT NO. 1 ON THE FORM S-1 FOR ANNA'S LINENS, INC.

FORM OF UNDERWRITING AGREEMENT

AGREEMENT AND PLAN OF MERGER

CERTIFICATE OF INCORPORATION OF ANNA'S LINENS, INC.

CERTIFICATE OF DESIGNATIONS OF SERIES A PREFERRED STOCK

BYLAWS OF ANNA'S LINENS, INC

AMENDMENT TO BYLAWS OF ANNA'S LINENS, INC.

FORM OF OPINION OF MILLER & HOLGUIN

ANNA'S LINENS, INC. 2005 OMNIBUS EQUITY INCENTIVE PLAN

FORM OF INCENTIVE STOCK OPTION AGREEMENT

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

FORM OF RESTRICTED STOCK AWARD AGREEMENT

FORM OF STOCK APPRECIATION RIGHTS AGREEMENT

LIST OF SUBSIDIARIES OF ANNA'S LINENS, INC.

CONSENT OF DELOITTE & TOUCHE LLP

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