JETBLUE AIRWAYS CORPORATION

Exhibit 4.3

HEARTLAND OIL AND GAS CORP.

2008 STOCK OPTION/STOCK ISSUANCE PLAN

ARTICLE ONE

GENERAL PROVISIONS

I. PURPOSE OF THE PLAN

       This 2008 Stock Option/Stock Issuance Plan (the “Plan”) is intended to promote the interests of Heartland Oil and Gas
Corp., a Nevada corporation, by providing eligible persons in the Corporation’s employ or service with the opportunity to acquire
a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to continue in
such employ or service.

       Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.

II. STRUCTURE OF THE PLAN

       A. The Plan shall be divided into two (2) separate equity programs:

          (i) the Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator,
be granted options to purchase shares of Common Stock, and

          (ii) the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator,
be issued shares of Common Stock directly, either through the immediate purchase of such shares or as compensation or a bonus
for services rendered the Corporation (or any Parent or Subsidiary).

       B. The provisions of Articles One and Four shall apply to both equity programs under the Plan and shall accordingly
govern the interests of all persons under the Plan.

III. ADMINISTRATION OF THE PLAN

       A. The Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable by
the Board may be delegated to the Committee.

       B. The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such
rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under,
and issue such interpretations of, the Plan and any outstanding options or stock issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any
option grant or stock issuance thereunder.

IV. ELIGIBILITY

       A.   The persons eligible to participate in the Plan are as follows:

          (i) Employees,

          (ii) non-employee members of the Board or the non-employee members of the board of directors of any
Parent or Subsidiary, and

          (iii) consultants and other independent advisors who provide services to the Corporation (or any Parent or
Subsidiary).

       B.   The Plan Administrator shall have full authority to determine, (i) with respect to the grants made under the Option
Grant Program, which eligible persons are to receive such grants, the time or times when those grants are to be made, the number
of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a Non-Statutory
Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares
and the maximum term for which the option is to remain outstanding, and (ii) with respect to stock issuances made under the
Stock Issuance Program, which eligible persons are to receive such issuances, the time or times when those issuances are to be
made, the number of shares to be issued to each Participant, the vesting schedule (if any) applicable to the issued shares and the
consideration to be paid by the Participant for such shares.

       C.   The Plan Administrator shall have the absolute discretion either to grant options in accordance with the Option
Grant Program or to effect stock issuances in accordance with the Stock Issuance Program.

V. STOCK SUBJECT TO THE PLAN

       A.   The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock. The
maximum number of shares of Common Stock that may be issued over the term of the Plan shall not exceed 20,000,000 shares.

       B.   Shares of Common Stock subject to outstanding options shall be available for subsequent issuance under the Plan
to the extent (i) the options expire or terminate for any reason prior to exercise in full or (ii) the options are cancelled in
accordance with the cancellation-regrant provisions of Article Two. Unvested shares issued under the Plan and subsequently
surrendered to the Corporation pursuant to the Corporation’s rights under the Plan shall be added back to the number of shares of
Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan.

       C.   Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan and (ii) the number and/or class of securities and the exercise price per share in effect under
each outstanding option in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the
Plan Administrator shall be final, binding and conclusive.

ARTICLE TWO

OPTION GRANT PROGRAM

I. OPTION TERMS

Each option shall be evidenced by one or more documents in the form approved by the Plan Administrator;
PROVIDED, however, that each such document shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options.

       A. EXERCISE PRICE.

       1. The exercise price per share shall be fixed by the Plan Administrator at the time of the option grant and may be equal
to, less than or greater than the Fair Market Value per share of Common Stock on the option grant date.

       2. The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of
Section I of Article Four and the documents evidencing the option, be payable in cash or check made payable to the Corporation
or as follows:

          (i) in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation’s
earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date,

          (ii) to the extent the option is exercised for vested free trading shares, through a special sale and remittance
procedure pursuant to which the Optionee shall concurrently provide irrevocable instructions (A) to a Corporation-designated
brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such
exercise and (B) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to
complete the sale, or

          (iii) through the use of other “Cashless Exercise” provisions as determined by the Plan Administrator in its
sole discretion.

       Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased
shares must be made on the Exercise Date.

       B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at such time or times, during such
period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing
the option grant. However, no option shall have a term in excess of ten (10) years measured from the option grant date.

       C. EFFECT OF TERMINATION OF SERVICE.

       1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of
Service or death:

          (i) Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct,
then the Optionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise
each outstanding option held by such Optionee.

           (ii) Should Optionee’s Service terminate by reason of Disability, then the Optionee shall have a period of
twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held by such
Optionee.

           (iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her
estate or the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or the
Optionee’s designated beneficiary or beneficiaries of that option shall have a twelve (12)-month period following the date of the
Optionee’s death to exercise such option.

          (iv) Under no circumstances, however, shall any such option be exercisable after the specified expiration of
the option term.

           (v) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for
more than the number of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service.
Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall
terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option
shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstanding with respect to any and all
option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time
vested.

          (vi) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in
Misconduct while holding one or more outstanding options under the Plan, then all those options shall terminate immediately and
cease to remain outstanding.

       2. The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time
while the option remains outstanding, to:

          (i) extend the period of time for which the option is to remain exercisable following Optionee’s cessation of
Service or death from the limited period otherwise in effect for that option to such greater period of time as the Plan
Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or

          (ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with
respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee’s
cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested under
the option had the Optionee continued in Service.

       D. STOCKHOLDER RIGHTS. The holder of an option shall have no stockholder rights with respect to the shares
subject to the option until such person shall have exercised the option, paid the exercise price and become the recordholder of the
purchased shares.

       E. LIMITED TRANSFERABILITY OF OPTIONS. An Incentive Stock Option shall be exercisable only by the
Optionee during his or her lifetime and shall not be assignable or transferable other than by will or by the laws of inheritance
following the Optionee’s death. A Non-Statutory Option may be assigned in whole or in part during the Optionee’s lifetime to
one or more members of the Optionee’s family or to a trust established exclusively for one or more such family members or to
Optionee’s former spouse, to the extent such assignment is in connection with the Optionee’s estate plan or pursuant to a
domestic relations order. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest
in the Non-Statutory Option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in
effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the
Plan Administrator may deem appropriate. Notwithstanding the foregoing, the Optionee may also designate one or more persons
as the beneficiary or beneficiaries of his or her outstanding options under the Plan, and those options shall, in accordance with
such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding those
options. Such beneficiary or beneficiaries shall take the transferred options subject to all the terms and conditions of the
applicable agreement evidencing each such transferred option, including (without limitation) the limited time period during
which the option may be exercised following the Optionee’s death.

II. INCENTIVE OPTIONS

       The terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this
Section II, all the provisions of Articles One, Two and Four shall be applicable to Incentive Options. Options which are
specifically designated as Non-Statutory Options shall not be subject to the terms of this Section II.

       A. ELIGIBILITY. Incentive Options may only be granted to Employees.

       B. EXERCISE PRICE. The exercise price per share shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the option grant date. If the person to whom the Incentive Option is granted is a
10% Stockholder, then the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market
Value per share of Common Stock on the option grant date.

       C. DOLLAR LIMITATION. The aggregate Fair Market Value of the shares of Common Stock (determined as of the
respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan
of the Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one (1)
calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two (2)
or more such options which become exercisable for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted.

       D. 10% STOCKHOLDER. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the
option term shall not exceed five (5) years measured from the option grant date.

III. CHANGE IN CONTROL

       A. The shares subject to each option outstanding under the Plan at the time of a Change in Control shall automatically
vest in full so that each such option shall, immediately prior to the effective date of the Change in Control, become exercisable
for all of the shares of Common Stock at the time subject to that option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock. However, the shares subject to an outstanding option shall NOT vest on such an
accelerated basis if and to the extent: (i) such option is assumed by the successor corporation (or parent thereof) or otherwise
continued in full force and effect in pursuant to the terms of the Change in Control transaction or (ii) such option is to be replaced
with a cash incentive program of the Corporation or any successor corporation which preserves the spread existing on the
unvested option shares at the time of the
Change in Control and provides for subsequent payout in accordance with the same vesting schedule applicable to those unvested
option shares or (iii) the acceleration of such option is subject to other limitations imposed by the Plan Administrator at the time
of the option grant.

       B. Immediately following the consummation of the Change in Control, all outstanding options shall terminate and
cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in
effect pursuant to the terms of the Change in Control transaction.

       C. Each option which is assumed in connection with a Change in Control or otherwise continued in full force and
effect shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities
which would have been issuable to the Optionee in consummation of such Change in Control, had the option been exercised
immediately prior to such Change in Control. Appropriate adjustments shall also be made to (i) the number and class of securities
available for issuance under the Plan following the consummation of such Change in Control and (ii) the exercise price payable
per share under each outstanding option, PROVIDED the aggregate exercise price payable for such securities shall remain the
same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their
Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of
the outstanding options under this Plan, substitute one or more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock in such Change in Control.

       D. The Plan Administrator shall have the discretion, exercisable either at the time the option is granted or at any time
while the option remains outstanding, to structure one or more options so that those options shall automatically accelerate and
vest in full (and any repurchase rights of the Corporation with respect to the unvested shares subject to those options shall
immediately terminate) upon the occurrence of a Change in Control, whether or not those options are to be assumed in the
Change in Control or otherwise continued in effect.

       E. The Plan Administrator shall also have full power and authority, exercisable either at the time the option is granted
or at any time while the option remains outstanding, to structure such option so that the shares subject to that option will
automatically vest on an accelerated basis should the Optionee’s Service terminate by reason of an Involuntary Termination
within a designated period (not to exceed eighteen (18) months) following the effective date of any Change in Control in which
the option is assumed or otherwise continued in effect. Any option so accelerated shall remain exercisable for the fully-vested
option shares until the expiration or sooner termination of the option term.

       F. The portion of any Incentive Option accelerated in connection with a Corporate Transaction shall remain
exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar limitation is not exceeded. To
the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

       G. The grant of options under the Plan shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

IV. CANCELLATION AND REGRANT OF OPTIONS

       The Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the
affected option holders, the cancellation of any or all outstanding options under the Plan and to grant in substitution therefore
new options covering the same or different number of shares of Common Stock but with an exercise price per share based on the
Fair Market Value per share of Common Stock on the new option grant date.

ARTICLE THREE

STOCK ISSUANCE PROGRAM

I. STOCK ISSUANCE TERMS

       Shares of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances
without any intervening option grants. Each such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies with the terms specified below.

       A. PURCHASE PRICE.

       1. The purchase price per share shall be fixed by the Plan Administrator at the time of the share issuance and may be
equal to, less than or greater than the Fair Market Value per share of Common Stock on the issue date.

       2. Subject to the provisions of Section I of Article Four, shares of Common Stock may be issued under the Stock
Issuance Program for any of the following items of consideration which the Plan Administrator may deem appropriate in each
individual instance:

          (i)   cash or check made payable to the Corporation,

          (ii)   past services rendered to the Corporation (or any Parent or Subsidiary), or

          (iii)   any other valid consideration for the issuance of shares of Common Stock under the Nevada Revised
Statutes.

       B. VESTING PROVISIONS.

       1. Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan
Administrator, be fully and immediately vested upon issuance or may vest in one or more installments over the Participant’s
period of Service or upon attainment of specified performance objectives.

       2. Any new, substituted or additional securities or other property (including money paid other than as a regular cash
dividend) which the Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock
by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change affecting
the outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same
vesting requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow arrangements as the
Plan Administrator shall deem appropriate.

       3. The Participant shall have full stockholder rights with respect to any shares of Common Stock issued to the
Participant under the Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the
Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares.

       4. Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock
issued under the Stock Issuance Program or should the performance objectives not be attained with respect to one or more such
unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and
the Participant shall have no further stockholder rights with respect to those shares. To the extent the surrendered shares were
previously issued to the Participant for consideration paid in cash or cash equivalent (including the Participant’s purchase-money
indebtedness), the Corporation shall repay to the Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase-money note of the Participant attributable to such surrendered
shares.

       5. The Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares
of Common Stock (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting
schedule applicable to those shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the shares of
Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s
cessation of Service or the attainment or non-attainment of the applicable performance objectives.

II. CHANGE IN CONTROL

       Upon the occurrence of a Change in Control, any unvested shares of Common Stock shall immediately vest in full,
except to the extent such accelerated vesting is precluded by other limitations imposed by the Plan Administrator.

III. SHARE ESCROW/LEGENDS

       Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s
interest in such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing
those unvested shares.

ARTICLE FOUR

MISCELLANEOUS

I. FINANCING

       The Plan Administrator may permit any Optionee or Participant to pay the option exercise price under the Option Grant
Program or the purchase price for shares issued under the Stock Issuance Program by delivering a full-recourse, interest bearing
promissory note payable in one or more installments and secured by the purchased shares. In no event may the maximum credit
available to the Optionee or Participant exceed the sum of (i) the aggregate option exercise price or purchase price payable for the
purchased shares (less the par value of those shares) plus (ii) any Federal, state and local income and employment tax liability
incurred by the Optionee or the Participant in connection with the option exercise or share purchase.

II. EFFECTIVE DATE AND TERM OF PLAN

       A. The Plan shall become effective when adopted by the Board, but no option granted under the Plan may be
exercised, and no shares shall be issued under the Plan, until the Plan is approved by the Corporation’s stockholders. If such
stockholder approval is not obtained within twelve (12) months after the date of the Board’s adoption of the Plan, then all options
previously granted under the Plan shall terminate and cease to be outstanding, and no further options shall be granted and no
shares shall be issued under the Plan. Subject to such limitation, the Plan Administrator may grant options and issue shares under
the Plan at any time after the effective date of the Plan and before the date fixed herein for termination of the Plan.

       B. The Plan shall terminate upon the EARLIEST of (i) the expiration of the ten (10)-year period measured from the
date the Plan is adopted by the Board, (ii) the date on which all shares available for issuance under the Plan shall have been
issued as vested shares or (iii) the termination of all outstanding options in connection with a Corporate Transaction. All options
and unvested stock issuances outstanding at the time of a clause (i) termination event shall continue to have full force and effect
in accordance with the provisions of the documents evidencing those options or issuances.

III. AMENDMENT OF THE PLAN

       A. The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all
respects. However, no such amendment or modification shall adversely affect the rights and obligations with respect to options or
unvested stock issuances at the time outstanding under the Plan unless the Optionee or the Participant consents to such
amendment or modification. In addition, certain amendments may require stockholder approval pursuant to applicable laws and
regulations.

       B. Options may be granted under the Option Grant Program and shares may be issued under the Stock Issuance
Program which are in each instance in excess of the number of shares of Common Stock then available for issuance under the
Plan, provided any excess shares actually issued under those programs shall be held in escrow until there is obtained stockholder
approval of an amendment sufficiently increasing the number of shares of Common Stock available for issuance under the Plan.
If such stockholder approval is not obtained within twelve (12) months after the date the first such excess grants or issuances are
made, then (i) any unexercised options granted on the basis of such excess shares shall terminate and cease to be outstanding and
(ii) the Corporation shall promptly refund to the Optionees and the Participants the exercise or purchase price paid for any excess
shares issued under the Plan and held in escrow, together with interest (at the applicable Short Term Federal Rate) for the period
the shares were held in escrow, and such shares shall thereupon be automatically cancelled and cease to be outstanding.

IV. USE OF PROCEEDS

       Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used
for general corporate purposes.

V. WITHHOLDING

       The Corporation’s obligation to deliver to Employees shares of Common Stock upon the exercise of any options
granted under the Plan or upon the issuance or vesting of any shares issued under the Plan shall be subject to the satisfaction of
all applicable Federal, state and local income and employment tax withholding requirements.

VI. REGULATORY APPROVALS

       The implementation of the Plan, the granting of any options under the Plan and the issuance of any shares of Common
Stock (i) upon the exercise of any option or (ii) under the Stock Issuance Program shall be subject to the Corporation’s
procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted
under it and the shares of Common Stock issued pursuant to it.

VII. NO EMPLOYMENT OR SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to
terminate such person’s Service at any time for any reason, with or without cause; provided, however, that if a written
employment agreement between the Optionee and the Corporation is in effect, that agreement shall govern the terms and
conditions of Optionee’s employment.

       The following definitions shall be in effect under the Plan:

       A. BOARD shall mean the Corporation’s Board of Directors.

       B. CHANGE IN CONTROL shall mean a change in ownership or control of the Corporation effected through any of the
following transactions:

         (i) a stockholder-approved merger or consolidation in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or
persons different from the persons holding those securities immediately prior to such transaction, or

         (ii) a stockholder-approved sale, transfer or other disposition of all or substantially all of the
Corporation’s assets in complete liquidation or dissolution of the Corporation, or

         (iii) the acquisition, directly or indirectly, by an person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation),
of beneficial ownership (within the meaning of Rule 13-d3 of the 1934 Act) of securities possessing more than fifty percent
(50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer
made directly to the Corporation’s stockholders.

       C. CODE shall mean the Internal Revenue Code of 1986, as amended.

       D. COMMITTEE shall mean a committee of two (2) or more Board members appointed by the Board to exercise one or
more administrative functions under the Plan.

       E. COMMON STOCK shall mean the Corporation’s common stock.

       F. CORPORATION shall mean Heartland Oil and Gas Corp., a Nevada corporation, and any successor corporation to all
or substantially all of the assets or voting stock of Heartland Oil and Gas Corp., which shall by appropriate action adopt the Plan.

       G. DISABILITY shall mean the inability of the Optionee or the Participant to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the
basis of such medical evidence as the Plan Administrator deems warranted under the circumstances.

       H. EMPLOYEE shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject
to the control and direction of the employer entity as to both the work to be performed and the manner and method of
performance.

       I. EXERCISE DATE shall mean the date on which the Corporation shall have received written notice of the option
exercise.

       J. FAIR MARKET VALUE per share of Common Stock on any relevant date shall be determined in accordance with the
following provisions:

         (i) If the Common Stock is at the time traded on the Nasdaq National Market or OTC Bulletin
Board, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such
price is reported by the National Association of Securities Dealers. If there is no closing selling price for the Common Stock on
the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such
quotation exists.

         (ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value
shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the
Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair
Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

         (iii) If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the
Nasdaq National Market or the OTC Bulletin Board, then the Fair Market Value shall be determined by the Plan Administrator
after taking into account such factors as the Plan Administrator shall deem appropriate.

       K. INCENTIVE OPTION shall mean an option which satisfies the requirements of Code Section 422.

       L. INVOLUNTARY TERMINATION shall mean the termination of the Service of any individual which occurs by
reason of:

         (i) such individual’s involuntary dismissal or discharge by the Corporation for reasons other than
Misconduct, or

         (ii) such individual’s voluntary resignation following (A) a change in his or her position with the
Corporation which materially reduces his or her duties and responsibilities or the level of management to which he or she reports,
(B) a reduction in his or her level of compensation (including base salary, fringe benefits and target bonus under any corporate-
performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s
place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected without
the individual’s consent.

       M. MISCONDUCT shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or
Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of
all the acts or omissions which the Corporation (or any Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary).

       N. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

       O. NON-STATUTORY OPTION shall mean an option not intended to satisfy the requirements of Code Section 422.

       P. OPTION GRANT PROGRAM shall mean the option grant program in effect under the Plan.

       Q. OPTIONEE shall mean any person to whom an option is granted under the Plan.

       R. PARENT shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with
the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.

       S. PARTICIPANT shall mean any person who is issued shares of Common Stock under the Stock Issuance Program.

       T. PLAN shall mean the Corporation’s 2008 Stock Option/Stock Issuance Plan, as set forth in this document.

       U. PLAN ADMINISTRATOR shall mean either the Board or the Committee acting in its capacity as administrator of
the Plan.

       V. SERVICE shall mean the provision of services to the Corporation (or any Parent or Subsidiary) by a person in the
capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the
extent otherwise specifically provided in the documents evidencing the option grant.

       W. STOCK EXCHANGE shall mean either the American Stock Exchange or the New York Stock Exchange.

       X. STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by the Corporation and the Participant at
the time of issuance of shares of Common Stock under the Stock Issuance Program.

       Y. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in effect under the Plan.

       Z. SUBSIDIARY shall mean any corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

       AA. 10% STOCKHOLDER shall mean the owner of stock (as determined under Code Section 424(d)) possessing more
than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or
Subsidiary).