0000902664-07-001531 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • April 25th, 2007 • Clinton Group Inc • Air transportation, nonscheduled

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

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EXHIBIT D
Clinton Group Inc • April 25th, 2007 • Air transportation, nonscheduled

Based on our preliminary analysis, we believe that the agreement recently entered into by World Air Holdings, Inc. ("World Air" or the "Company") to be acquired by Global Aero Logistics Inc. for $12.50 per share in cash does not appear to provide adequate value to the Company's stockholders.

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