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                                                                      Exhibit 4a



                                  DYNAGEN, INC.

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES

                     AND RIGHTS OF SERIES H PREFERRED STOCK



         The undersigned officer of DynaGen, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify that, pursuant to authority conferred by the Certificate of
Incorporation, as amended to date, and pursuant to the provisions of Section 151
of the General Corporation Law of the State of Delaware, the Board of Directors
of DynaGen, Inc., on April 30, 1998 adopted a resolution providing for certain
powers, designations, preferences and relative, participating, optional or other
rights, and the qualifications, limitations or restrictions thereof, of certain
shares of Series H Preferred Stock, $.01 par value, of the Corporation, which
resolution is as follows:

         RESOLVED: That, pursuant to the authority vested in the Board of
Directors of the Corporation and in accordance with the General Corporation Law
of the State of Delaware and the provisions of the Corporation's Certificate of
Incorporation, a series of 20,000 shares of the class of authorized Preferred
Stock, par value $.01 per share, of the Corporation is hereby created as the
Series H Preferred Stock, and that the designation and number of shares thereof
and the voting powers, preferences and relative, participating, option and other
special rights of the shares of such series, and the qualifications, limitations
and restrictions thereof, are as set forth on Exhibit A attached hereto.

         EXECUTED as of this 20th day of May, 1998.

                                        DYNAGEN, INC.



                                        By:   /s/ Dhananjay Wadekar
                                              ---------------------
                                              Dhananjay G. Wadekar
                                              Executive Vice President
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                                    EXHIBIT A


A.       DESCRIPTION AND DESIGNATION OF SERIES H PREFERRED STOCK

         1.       DESIGNATION AND DEFINITIONS.

                  (a) DESIGNATION. A total of 20,000 shares of the Corporation's
previously undesignated Preferred Stock, $.01 par value, shall be designated as
the "Series H. Preferred Stock." The original issue price per share of the
Series H Preferred Stock shall be $100 (the "ORIGINAL ISSUE PRICE").

                  (b) CERTAIN DEFINITIONS. As used herein, the following terms,
unless the context otherwise requires, have the following respective meanings:

                           (i)   "AVERAGE QUOTED PRICE" means the average of the
closing bid price of the Common Stock of the Corporation as reported by the
Nasdaq SmallCap Market or Nasdaq National Market or if the Corporation's Common
Stock is no longer traded on a Nasdaq market, such other exchange on which the
Corporation's Common Stock is then traded, for the five (5)Trading Days
immediately preceding any holder's Conversion Date, the Mandatory Redemption
Date or the date of the consummation or closing of a Fundamental Change, as a
the case may be.

                           (ii)  "COMMON STOCK" means the common stock, par
value $.01 per share, of the Corporation.

                           (iii) "CONVERSION DATE" means (a) three days after
each date on which the Corporation receives by telecopy written notice in
accordance with Section 5(g) hereof from a holder of Series H Preferred Stock
that such holder elects to convert shares of its Series H Preferred Stock or (b)
the Second Anniversary of the date hereof (in the case of a Mandatory
Conversion).

                           (iv)  "CONVERSION PRICE" means 67% of the Average
Quoted Price.

                           (v)   "FUNDAMENTAL CHANGE" means: (i) any sale,
lease, exchange or other transfer of all or substantially all of the assets of
the Corporation; or (ii) any merger or consolidation to which the Corporation is
a party. Notwithstanding the foregoing, the following shall not be a Fundamental
Change: A merger of consolidation (a) to which the Corporation is a party; (b)
in which it is the surviving corporation and there is no resulting
reclassification of the outstanding Common Stock; and (c) after giving effect to
which, persons who were, immediately before the consummation or closing of such
merger or consolidation, holders of outstanding Common Stock will be the direct
or indirect owners of securities of the Corporation possessing, on a fully
diluted basis, at least fifty-one percent (51%) of the voting power of all
voting securities of the Corporation (excluding, for purposes of such
computation, any such person who also is a party to such merger or
consolidation).
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                           (vi) "ISSUE DATE" means, with respect to each share
of Series H Preferred Stock held by any holder, the date on which the
Corporation originally issued such share to such holder (regardless of the
number of times transfer of such share is made on the stock transfer books
maintained by or for the Corporation, and regardless of the number of
certificates which may be issued to evidence such share, and irrespective of any
subsequent transfer or other disposition of such share to any other holder).

                           (vii) "TRADING DAY" means a day on which the
principal national securities exchange on which the Common Stock is listed or
admitted to trading is open for the transaction of business; or, if the Common
Stock is not listed or admitted to trading on any national securities exchange
but is listed on the Nasdaq system (or such other trading system then in use by
the National Association of Securities Dealers, Inc.), a day on which such
system is open for the transaction of business; or, if the foregoing does not
apply, any Business Day.

         2.       DIVIDENDS. Except as expressly provided herein the holders of 
shares of Series H Preferred Stock shall not be entitled to dividends.

                  (a)      DECLARED DIVIDENDS ON COMMON STOCK. If the Board of
Directors shall declare a cash dividend payable upon the then outstanding shares
of Common Stock (other than a stock dividend on the Common Stock distributed
solely in the form of additional shares of Common Stock), the holders of the
Series H Preferred Stock shall be entitled to the amount of dividends on the
Series H Preferred Stock as would be declared payable on the largest number of
whole shares of Common Stock into which the shares of Series H Preferred Stock
held by each holder thereof could be converted pursuant to the provisions of
Section 5 hereof, such number determined as of the record date for the
determination of holders of Common Stock entitled to receive such dividend. Such
determination of "whole shares" shall be based upon the aggregate number of
shares of Series H Preferred Stock held by each holder, and not upon each share
of Series H Preferred Stock so held by the holder.

                  (b) DIVIDENDS ON OTHER SECURITIES. The Board of Directors may
declare and the Corporation may pay or set apart for payment, or cause the
accrual of, stated or cumulative dividends and other distributions on any other
series of preferred stock, and may purchase or otherwise redeem any of the same
(or any warrants, rights, options or other securities exercisable therefor or
convertible or exchangeable therein), and the holders of Series H Preferred
Stock shall not be entitled to share therein.

         3.       LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (a) TREATMENT AT LIQUIDATION, DISSOLUTION OR WINDING UP. In
the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, or in the event of its insolvency, before any
distribution or payment is made to any holders of Common Stock or any other
class or series of capital stock of the Corporation designated to be junior to
the Series H Preferred Stock, and subject to the liquidation rights and
preferences of any class or series of Preferred Stock designated by the Board of
Directors in the future to be senior

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to or on a parity with the Series H Preferred Stock with respect to liquidation
preferences, the holder of each share of Series H Preferred Stock shall be
entitled to be paid first out of the assets of the Corporation available for
distribution to holders of the Corporation's capital stock of all classes,
whether such assets are capital, surplus or earnings, an amount equal to the
Original Issue Price per share of Series H Preferred Stock held by any holder,
plus the Preferred Dividend accruing to the Series H Preferred Stock pursuant to
Section 2 above (the "LIQUIDATION VALUE"). For purposes hereof, the Series H
Preferred Stock shall rank on liquidation junior to the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock, the Series E Preferred Stock, the Series F Preferred Stock and
the Series G Preferred Stock.

         If, upon liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation available for distribution to its stockholders shall
be insufficient to pay the holders of the Series H Preferred Stock the full
amount to which they otherwise would be entitled, the holders of Series H
Preferred Stock shall share ratably in any distribution of available assets pro
rata in proportion to the respective liquidation preference amounts which would
otherwise be payable upon liquidation with respect to the outstanding shares of
the Series H Preferred Stock if all liquidation preference amounts with respect
to such shares were paid in full, based upon the aggregate Liquidation Value
payable upon all shares of Series H Preferred Stock then outstanding.

         After such payment shall have been made in full to the holders of the
Series H Preferred Stock, or funds necessary for such payment shall have been
set aside by the Corporation in trust for the account of holders of the Series H
Preferred Stock so as to be available for such payment, the remaining assets
available for distribution shall be distributed ratably among the holders of the
Common Stock and any class or series of capital stock designated to be junior to
the Series H Preferred Stock (if any) in right of payment upon any liquidation,
dissolution or winding up of the Corporation.

         The amounts set forth above shall be subject to equitable adjustment by
the Board of Directors whenever there shall occur a stock dividend, stock split,
combination, reorganization, recapitalization, reclassification or other similar
event involving a change in the capital structure of the Series H Preferred
Stock.

                  (b)      DISTRIBUTIONS OTHER THAN CASH. Whenever the 
distributions provided for in this Section shall be payable in property other
than cash, the value of such distribution shall be the fair market value of such
property as determined in good faith by the Board of Directors. All
distributions (including distributions other than cash) made hereunder shall be
made pro rata to the holders of Series H Preferred Stock.

                  (c)      EVENTS NOT DEEMED A LIQUIDATION. Neither the merger 
or consolidation of the Corporation into or with any other corporation(s), nor
the sale or transfer by the Corporation of all or any part of its assets, nor
the reduction of the capital stock of the Corporation, will be deemed to be a
liquidation, dissolution or winding up of the Corporation under this Section 3.

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         4.       VOTING POWER.

                  (a)      GENERAL. Except as otherwise required by the General
Corporation Law of the State of Delaware, the Series H Preferred Stock shall not
be entitled to vote on any matter.

                  (b)      AMENDMENTS TO CHARTER. For so long as there are any 
shares of Series H Preferred Stock outstanding, the Corporation shall not amend
its Certificate of Incorporation or this Certificate of Designation without the
approval, by vote or written consent, of the holders of at least a majority of
the then outstanding shares of Series H Preferred Stock, voting together as a
class, each share of Series H Preferred Stock to be entitled to one vote in each
instance, if such amendment would adversely affect the rights of the holders of
Series H Preferred Stock; provided that the creation, or increase in the
authorized number of shares, of any class or series of stock ranking prior to or
on a parity with the Series H Preferred Stock either as to dividends or upon
liquidation shall not be deemed to adversely affect the rights of the holders of
Series H Preferred Stock for purposes of this Section 4(b).

         5.       CONVERSION RIGHTS,

                  (a)      CONVERSION. Subject to Section 6 and as provided 
elsewhere in this Section 5, each holder of Series H Preferred Stock shall have
the right, at such holder's option, to convert at any time after one year from
the date hereof any of the shares of Series H Preferred Stock held by such
holder into such number of fully paid and nonassessable shares of Common Stock
as shall be determined by multiplying the number of shares of Series H Preferred
Stock to be converted by a fraction, the numerator of which is the Original
Issue Price, and the denominator of which is the applicable Conversion Price;
provided that in no event shall any holder of Series H Preferred Stock convert
more than twenty percent (20%) of such holder's shares of Series H Preferred
Stock in any period of seven (7) consecutive days. On the second anniversary of
the date hereof, all outstanding shares of Series H Preferred Stock shall
automatically be converted into such number of fully paid and non-assessable
shares of Common Stock as shall be determined by multiplying the number of
shares of Series H Preferred Stock to be converted by a fraction, the numerator
of which is the Original Issue Price, and the denominator of which is the
applicable Conversion Price.

                  (b)      LIMITATION ON NUMBER OF SHARES. Additionally,
notwithstanding anything set forth in this Section 5 to the contrary, and except
as provided in this Section 5(b), in no event shall any holder of Series H
Preferred Stock, prior to earlier to occur of the delivery of a Mandatory
Redemption Notice or the date of the consummation or closing of a Fundamental
Change, be entitled to convert Series H Preferred Stock into shares of Common
Stock to the extent that such conversions when taken together with all other
conversions of shares of Series H Preferred Stock shall exceed 19.9% of the
issued and outstanding shares of Common Stock of the Corporation on the date
hereof; provided that if such conversions exceed 19.9% the Corporation at its
sole option shall either (i) redeem any shares of Series H Preferred Stock
submitted for conversion in excess of 19.9% for an amount equal to 150% of the
Original Issue Price, (ii) obtain approval of its stockholders for the issuance
of such additional shares of Common Stock or (iii)

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do a combination of any of the foregoing. Notwithstanding the foregoing, upon
the delivery of a Mandatory Redemption Notice or upon the consummation or
closing of a Fundamental Change, all such shares of Series H Preferred Stock
then outstanding shall be converted into Common Stock in accordance with Section
5 or Section 6, as applicable.

                  (c)      DIVIDENDS OTHER THAN COMMON STOCK DIVIDENDS. In the 
event the Corporation shall make or issue, or shall fix a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
distribution (other than a distribution in liquidation or other distribution
otherwise provided for herein) with respect to the Common Stock payable in (i)
securities of the Corporation other than shares of Common Stock or (ii) other
assets (excluding cash dividends or distributions), then and in each such event
provision shall be made so that the holders of the Series H Preferred Stock
shall receive upon conversion thereof in addition to the number of shares of
Common Stock receivable thereupon, the number of securities or such other assets
of the Corporation which they would have received had their Series H Preferred
Stock been converted into Common Stock on the date of such event and had they
thereafter, during the period from the date of such event to and including the
Conversion Date, retained such securities or such other assets receivable by
them during such period, giving application to all other adjustments called for
during such period under this Section 5 with respect to the rights of the
holders of the Series H Preferred Stock.

                  (d)      CAPITAL REORGANIZATION OR RECLASSIFICATION. If the 
Common Stock issuable upon the conversion of the Series H Preferred Stock shall
be changed into the same or different number of shares of any class or classes
of capital stock, whether by capital reorganization, recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend provided for elsewhere in this Section 5, or the sale of all
or substantially all of the Corporation's capital stock or assets to any other
person), then and in each such event the holders of Series H Preferred Stock
shall have the right thereafter to convert such shares into the kind and amount
of shares of capital stock and other securities and property receivable upon
such reorganization, recapitalization, reclassification or other change by the
holders of the number of shares of Common Stock into which such shares of Series
H Preferred Stock might have been converted immediately prior to such
reorganization, recapitalization, reclassification or change, all subject to
further adjustment as provided herein.

                  (e)      MANDATORY CONVERSION - FUNDAMENTAL CHANGE. If any
Fundamental Change shall occur, then each share of Series H Preferred Stock
outstanding as of the date of the consummation or closing thereof shall be (and
be deemed to have been) converted automatically, without any further action by
the holders thereof, into such number of fully paid and nonassessable shares of
Common Stock as shall be determined by multiplying the number of shares of
Series H Preferred Stock outstanding on the date of such consummation or closing
date by a fraction, the numerator of which is the Original Issue Price, and the
denominator of which is the Conversion Price. Such conversion shall be deemed to
have occurred whether or not the certificates representing such shares are
surrendered to the Corporation or its transfer agent.

         The Corporation shall give notice of a proposed or anticipated
Fundamental Change to all holders of the Series H Preferred Stock not later than
thirty (30) days before the expected closing

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or consummation of such Fundamental Change. The Corporation also shall give
prompt notice of the closing or consummation of such Fundamental Change to all
holders of record of the Series H Preferred Stock as of the date of such closing
or consummation. Each holder of Series H Preferred Stock shall thereupon
promptly surrender for conversion, to the Corporation at its principal office or
to any transfer agent for the Series H Preferred Stock or the Common Stock, all
certificates representing all shares of Series H Preferred Stock held by such
holder, accompanied by a written notice specifying the name or names in which
such holder wishes the certificate(s) for shares of Common Stock to be issued.

                  (f)      CERTIFICATE AS TO ADJUSTMENTS; NOTICE BY CORPORATION.
In each case of an adjustment or readjustment of the Original Issue Price, the
Corporation at its expense will furnish each holder of Series H Preferred Stock
so affected with a certificate prepared by an officer of the Corporation,
showing such adjustment or readjustment, and stating in detail the facts upon
which such adjustment or readjustment is based.

                  (g)      EXERCISE OF CONVERSION PRIVILEGE. To exercise its
conversion privilege, a holder of Series H Preferred Stock shall give three days
(3) days' prior written notice by telecopy to the Corporation at its principal
office that such holder elects to convert shares of its Series H Preferred Stock
and shall thereafter surrender the original certificate(s) representing the
shares being converted to the Corporation at its principal office together with
an originally executed copy of such notice. Such notice shall also state the
name or names (with its address or addresses, as well as the address(es) for
delivery) in which the certificate(s) for shares of Common Stock issuable upon
such conversion shall be issued. The certificate(s) for the shares of Series H
Preferred Stock surrendered for conversion shall be accompanied by proper
assignment thereof to the Corporation or in blank. As promptly as practicable
after the Corporation receives the original certificate(s) for the shares of
Series H Preferred Stock surrendered for conversion, the proper assignment
thereof to the Corporation or in blank and the original notice of conversion
(collectively, the "ORIGINAL DOCUMENTATION"), but in no event more than three
(3) Trading Days after the Corporation's receipt of the Original Documentation,
the Corporation shall issue and shall deliver to the holder of the shares of
Series H Preferred Stock being converted, at the addresses set forth therefor by
the holder, such certificate(s) as it may request for the number of whole shares
of Common Stock issuable upon the conversion of such shares of Series H
Preferred Stock in accordance with the provisions of this Section 5, and cash,
as provided in Section 5(h), in respect of any fraction of a share of Common
Stock issuable upon such conversion. Such conversion shall be deemed to have
been affected immediately prior to the close of business on the Conversion Date,
and at such time the rights of the holder as holder of the converted shares of
Series H Preferred Stock shall cease and the person(s) in whose name(s) any
certificate(s) for shares of Common Stock shall be issuable upon such conversion
shall be deemed to have become the holder(s) of record of the shares of Common
Stock represented thereby.

                  (h)      CASH IN LIEU OF FRACTIONAL SHARES. No fractional 
shares of Common Stock or scrip representing fractional shares shall be issued
upon the conversion of shares of Series H Preferred Stock. Instead of any
fractional shares of Common Stock that would otherwise be issuable upon
conversion of Series H Preferred Stock, the Corporation shall pay to the holder
of the share of Series H Preferred Stock being converted a cash adjustment in
respect of such

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fractional shares in an amount equal to the same fraction of the market price
per share of the Common Stock (as determined in a reasonable manner prescribed
by the Board of Directors) at the close of business on the Conversion Date. The
determination as to whether or not any fractional shares are issuable shall be
based upon the aggregate number of shares of Series H Preferred Stock being
converted at any one time by any holder thereof, not upon each share of Series H
Preferred Stock being converted.

                  (i)      PARTIAL CONVERSION. In the event some but not all of 
the shares of Series H Preferred Stock represented by a certificate(s)
surrendered by a holder are converted, the Corporation shall execute and deliver
to or on the order of the holder, at the expense of the Corporation, a new
certificate representing the number of shares of Series H Preferred Stock which
were not converted. Such new certificate shall be so delivered on or prior to
the date set forth in Section 5 for the delivery of certificates for shares of
Common Stock.

                  (j)      RESERVATION OF COMMON STOCK. The Corporation shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
shares of the Series H Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series H Preferred Stock (including any shares of
Series H Preferred Stock represented by any warrants, options, subscription or
purchase rights for the Series H Preferred Stock), and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the Series H Preferred
Stock (including any shares of Series H Preferred Stock represented by any
warrants, options, subscriptions or purchase rights for the Series H Preferred
Stock), then Corporation shall use all means reasonably available to it, and
promptly take any and all actions as may be necessary, to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.

         6.       REDEMPTION AND REPURCHASE RIGHTS.

                  (a)      REDEMPTION AT OPTION OF CORPORATION. The Corporation 
may redeem all or any of the then outstanding shares of Series H Preferred Stock
by notifying the holders of shares of Series H Preferred Stock to be redeemed in
writing prior to the Conversion Date for such shares (the "Mandatory Redemption
Notice") of its election to redeem such shares. The Corporation shall pay in
cash an amount equal to 150% of the Original Issue Price of the shares to be
redeemed within 30 days after the Mandatory Redemption Notice.

         Each holder of shares of Series H Preferred Stock being redeemed shall,
promptly after receipt of the Mandatory Redemption Notice surrender for
redemption to the Corporation at its principal office or to any transfer agent
for the Series H Preferred Stock or the Common Stock all certificates
representing all shares of Series H Preferred Stock held by such holder,
accompanied by a written notice specifying the name or names and address or wire
transfer information in which such holder wishes the redemption payment to be
made.


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         Effective as of the close of business on the date of the Mandatory
Redemption Notice, each share of Series H Preferred Stock then outstanding shall
be (and be deemed to have been) redeemed automatically, without any further
action by the holders. Such redemption shall be deemed to have occurred whether
or not the certificates representing such shares are surrendered to the
Corporation or its transfer agent and shall cut off and supercede any pending
conversion.

         7.       NOTICES OF RECORD DATE. In the event of any:

                  (a)      taking by the Corporation of a record of the holders 
of any class of securities for the purpose of determining the holders thereof
who are entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of capital stock of any
class or any other securities or property, or to receive any other right, or 

                  (b)      capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger or consolidation of the Corporation, or any transfer of all or
substantially all of the assets of the Corporation to any other Corporation, or
any other entity or person, or

                  (c)      voluntary or involuntary dissolution, liquidation or
winding up of the Corporation, 

then and in each such event the Corporation shall telecopy and thereafter mail
or cause to be mailed to each holder of Series H Preferred Stock a notice
specifying (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right and a description of such dividend,
distribution or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding up is expected to become effective, and
(iii) the time, if any, that is to be fixed, as to when the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares of
Common Stock (or other securities) for securities or other property deliverable
upon such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding up. Such notice shall
be telecopied and thereafter mailed by first class mail, postage prepaid, or by
express overnight courier service, at least ten (10) days prior to the date
specified in such notice on which such action is to be taken.

         8.       GENERAL.

                  (a)      REPLACEMENT OF CERTIFICATES. Upon the Corporation's
receipt, from the holder of any certificate evidencing shares of Series H
Preferred Stock, of evidence reasonably satisfactory to the Corporation (an
affidavit of such holder will be satisfactory) of the ownership and the loss,
theft, destruction or mutilation of such certificate, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation, and in the case of any such mutilation, upon
surrender of such certificate, the Corporation (at its expense) shall execute
and deliver to such holder, in lieu of such certificate, a new certificate that
represents the number of shares represented by, is dated the date of, is issued
in the name of the holder of, and is substantially identical in form of, such
lost, stolen, destroyed or mutilated certificate.

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<PAGE>   10
                  (b)      PAYMENT OF TAXES. The Corporation shall pay all taxes
(other than taxes based upon income) and other governmental charges that may be
imposed in connection with the issuance or delivery of any shares of Common
Stock (or other of the Corporation's securities) that results from the
conversion of shares of Series H Preferred Stock pursuant to this Certificate of
Designations. If the Corporation, pursuant to a notice from a holder of any
shares of Series H Preferred Stock, effects the issuance or delivery of any
shares of Common Stock (or other of the Corporation's securities) in any name(s)
other than such holder's name, then such holder shall deliver to the Corporation
with the aforesaid notice (A) all transfer taxes and other governmental charges
payable upon the issuance or delivery of securities in such other name(s) or (B)
evidence satisfactory to the Corporation that such taxes and charges have been
or shall be paid in full.

                  (c)      STATUS OF REDEEMED OR CONVERTED SHARES. Shares of 
Series H Preferred Stock that are redeemed, converted or otherwise acquired by
the Corporation in any manner (including by purchase or exchange) shall be
canceled and upon cancellation (i) shall no longer be deemed to be outstanding,
(ii) shall become authorized but unissued shares of preferred stock undesignated
as to series and (iii) may be reissued as part of another series of preferred
stock.



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