**Exhibit 3.2****AMENDED AND RESTATED****CERTIFICATE OF INCORPORATION****OF****R&R ACQUISITION I, INC.**R&R Acquisition I, Inc., a corporation organized and existing under the laws of the State ofDelaware (the “Corporation”), certifies that:1. The name of the Corporation is R&R Acquisition I, Inc. The Corporation’s originalCertificate of Incorporation was filed with the Secretary of State of the State of Delaware onMay 19, 2004 under the name R&R Biotech Acquisition I, Inc.2. This Amended and Restated Certificate of Incorporation restates, integrates and furtheramends the provisions of the Corporation’s Certificate of Incorporation.3. The text of the Certificate of Incorporation is amended and restated in its entirety to readas set forth in Exhibit A attached hereto.4. This Amended and Restated Certificate of Incorporation was duly adopted in accordance withthe applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of theState of Delaware.IN WITNESS WHEREOF, R&R Acquisition I, Inc. has caused this Amended and Restated Certificateof Incorporation to be signed by Arnold Kling, a duly authorized officer of the Corporation, onMarch 31, 2006.     /a/ Arnold Kling     Arnold Kling  President
 
 

 
**EXHIBIT A****AMENDED AND RESTATED****CERTIFICATE OF INCORPORATION****ARTICLE I**The name of the Corporation is Global Employment Holdings, Inc.**ARTICLE II**The address of the registered office of the Corporation in the State of Delaware is 1209Orange Street, in the City of Wilmington, County of New Castle, and the name of the registeredagent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.**ARTICLE III**The purpose of the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State of Delaware(“DGCL”).**ARTICLE IV**The total number of shares of capital stock that the Corporation is authorized to issue is50,000,000, consisting of 40,000,000 shares of Common Stock, par value of $0.001 per share (the“Common Stock”), and 10,000,000 shares of Preferred Stock, par value of $0.001 per share(the “Preferred Stock”).**ARTICLE V**The designations and the powers preferences and rights and qualifications, limitations orrestrictions of the shares of each class of stock are as follows:**A. Preferred Stock**. The Preferred Stock authorized by this Amended and Restated Certificateof Incorporation may be issued from time to time in one or more classes or series. The board ofdirectors of the Corporation (the “Board”) shall have the authority, to the full extentpermitted by the DGCL, to designate the Preferred Stock in one or more classes or series and to fixand determine the relative rights and preferences of such classes or series so established,including voting, dividend, redemption, liquidation preference and other rights.
 
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**B. Common Stock**.1. Dividend Rights. Subject to the prior rights of holders of all classes of stock atthe time outstanding having prior rights as to dividends, the holders of Common Stock shall beentitled to receive, when and as declared by the Board, out of any assets of the Corporationlegally available therefor, such dividends as may be declared from time to time by the Board.2. Liquidation Rights. Upon the liquidation, dissolution or winding up of theCorporation, after any prior distributions and liquidation preferences have been paid to allclasses of stock at the time outstanding having prior rights as to liquidation rights, theremaining assets of the Corporation available for distribution to stockholders shall be distributedamong the holders of Common Stock pro rata based on the number of shares of Common Stock held byeach.3. Voting Rights. The holder of each share of Common Stock shall have the right toone vote, and shall be entitled to notice of any stockholders’ meeting in accordance with theBylaws of the Corporation (the “Bylaws”), and shall be entitled to vote upon such mattersand in such manner as may be provided by law.4. Class A Common Stock. 1,000,000 of the Corporation’s authorized shares of CommonStock are hereby designated “Class A Common Stock.” The Class A Common Stock shall have all therights and privileges of the Common Stock. In addition, the Class A Common Stock shall have thefollowing additional terms:(a) Dividend. Immediately following the acquisition by the Corporation, directly orindirectly, of 90% or more of the outstanding equity securities of Global Employment Solutions,Inc., a Colorado corporation, the holders of Class A Common Stock shall be entitled to receive,when and if declared by the Board, a cash dividend of no less than $20.00 per share and no morethan $30.00 per share (the “Class A Dividend”).(b) Conversion. Upon payment by the Corporation of the Class A Dividend, by way ofdeposit with Corporate Stock Transfer, the Corporation’s transfer agent, each outstanding share ofClass A Common Stock shall be converted into one share of Common Stock automatically without anyfurther action by the holders of such shares or the Corporation.5. Class B Common Stock. 2,300,000 of the Corporation’s authorized shares of CommonStock are hereby designated “Class B Common Stock.” The Class B Common Stock shall have all therights and privileges of the Common Stock. In addition, the Class B Common Stock shall have thefollowing additional terms:(a) Dividend. Immediately following the acquisition by the Corporation, directly orindirectly, of 90% or more of the outstanding equity securities of Global Employment Solutions,Inc., a Colorado corporation, the holders of Class B Common Stock shall be entitled to receive,when and if declared by the Board, a cash dividend of no less than $2.00 per share and no more than$10.00 per share (the “Class B Dividend”).
 
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(b) Conversion. Upon payment by the Corporation of the Class B Dividend, by way ofdeposit with Corporate Stock Transfer, the Corporation’s transfer agent, each outstanding share ofClass B Common Stock shall be converted into one share of Common Stock automatically without anyfurther action by the holders of such shares or the Corporation.**ARTICLE VI**The Corporation expressly elects not to be governed by Section 203 of the DGCL.**ARTICLE VII**No director shall be personally liable to the Corporation or its stockholders for monetarydamages for any breach of fiduciary duty by such person as a director. Notwithstanding theforegoing sentence, a director shall be liable to the extent provided by applicable law (i) forbreach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts oromissions not in good faith or which involve intentional misconduct or a knowing violation of law,(iii) pursuant to Section 174 of the DGCL, or (iv) for any transaction from which the directorderived an improper personal benefit. If the DGCL is amended to authorize corporate action furthereliminating or limiting the personal liability of directors, then the liability of a director ofthe Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as soamended. Any repeal or modification of this Article VII shall not adversely affect any right orprotection of a director or former director existing under this Article VII with respect to any actor omission occurring prior to such repeal or modification.**ARTICLE VIII**1. Indemnification.(a) Indemnification. Subject to the further provisions of this Amended and RestatedCertificate of Incorporation, the Corporation hereby agrees to and shall indemnify each person whois a director or an officer (an “Indemnitee”) and hold him or her harmless from and againstany and all Expenses (as defined below) and Liabilities (as defined below) incurred by Indemniteeor on Indemnitee’s behalf, to the fullest extent permitted by applicable law in effect on the datehereof, and to such greater extent as applicable law may thereafter permit or authorize. Forpurposes of this Section 1(a) of this Article VIII, “Expenses” shall mean all direct andindirect costs (including, without limitation, attorneys’ fees, retainers, court costs,transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing andbinding costs, telephone charges, postage, delivery service fees, and all other disbursements orout-of-pocket expenses) actually, reasonably and customarily incurred in connection with (i) anyProceeding (as defined in Section 1(c) of this Article VIII), or (ii) establishing or enforcing anyright to indemnification or advancement of expenses under this Amended and Restated Certificate ofIncorporation, applicable law, any other agreement or provision of the Corporation’s By-laws now orhereafter in effect or otherwise; provided, however, that “Expenses” shall not include anyLiabilities. For purposes of this Section 1(a) of this Article VIII, “Liabilities” shallmean liabilities of any type whatsoever incurred by reason of (i) the fact that Indemnitee is orwas a Fiduciary (as defined in Section 1(b)(iv) of this Article VIII), or (ii) any action taken (orfailure to act) by him or her or on his or her behalf in his or her capacity as a Fiduciary,including, but not limited to, any judgments, fines (including any excise taxes assessed on Indemnitee withrespect to an employee benefit plan), ERISA excise taxes and penalties, and penalties and amountspaid in settlement of any Proceeding (including all interest, assessments and other charges paid orpayable in connection with or in respect of such judgments, fines, penalties or amounts paid insettlement).
 
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(b) Presumptions.(i) Upon making any request for indemnification or advancement of Expenses under this Amendedand Restated Certificate of Incorporation, Indemnitee shall be presumed to be entitled to suchindemnification or advancement of Expenses, as the case may be, under this Amended and RestatedCertificate of Incorporation and, in connection with any determination with respect to entitlementto indemnification under Section 2(c) of this Article VIII, the Corporation shall have the burdensof coming forward with evidence and of persuasion to overcome that presumption in connection withthe making by any Person (as defined below) of any determination contrary to that presumption.Neither the failure of any Person to have made such determination prior to the commencement of anyaction pursuant to this Amended and Restated Certificate of Incorporation that indemnification isproper in the circumstances because Indemnitee has met the applicable standard of conduct, nor anactual determination by any Person that Indemnitee has not met any applicable standard of conduct,shall be a defense to any such action by Indemnitee or create a presumption that Indemnitee has notmet the applicable standard of conduct. For purposes of this Section 1(b) of this Article VIII,“Person” shall mean any individual, partnership, joint venture, firm, corporation,association, limited liability company, trust, estate, governmental unit or other enterprise orentity.(ii) For purposes of any determination of good faith, Indemnitee shall be deemed to have actedin good faith if Indemnitee’s action is based on the records or books of account of any Enterprise(as defined below), including financial statements, or on information supplied to Indemnitee by theofficers of such Enterprise in the course of their duties, or on the advice of legal counsel forsuch Enterprise or on information or records given or reports made to such Enterprise by anindependent certified public accountant or by an appraiser or other expert selected by suchEnterprise. The provisions of this Section 1(b) of this Article VIII shall not be deemed to beexclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or foundto have met the applicable standard of conduct set forth in this Amended and Restated Certificateof Incorporation. For purposes of this Section 1(b)(ii) of this Article VIII, “Enterprise”shall mean any Person of which Indemnitee is or was a Fiduciary.(iii) If the Person empowered or selected under Section 2(c) of this Article VIII to determinewhether Indemnitee is entitled to indemnification shall not have made a determination within 20calendar days after receipt by the Corporation of the request therefor, the requisite determinationof entitlement to indemnification shall be deemed to have been made and Indemnitee shall beentitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or anomission of a material fact necessary to make Indemnitee’s statement not materially misleading, inconnection with the request for indemnification, or (B) a prohibition of such indemnification underapplicable law.
 
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(iv) The knowledge and/or actions, or failure to act, of any other Fiduciary (as definedbelow) shall not be imputed to Indemnitee for purposes of determining any right to indemnificationunder this Amended and Restated Certificate of Incorporation. For purposes of this Section1(b)(iv) of this Article VIII, “Fiduciary” shall mean individual serving as a director,officer, trustee, general partner, managing member, fiduciary, board of directors’ committeemember, employee or agent of (i) the Corporation, (ii) any resulting corporation in connection witha consolidation or merger to which the Corporation is a party, or (iii) any other Person (includingan employee benefit plan) at the request of the Corporation, including any service with respect toan employee benefit plan, its participants or its beneficiaries.(c) Effect of Certain Proceedings. The termination of any Proceeding (as definedbelow) by judgment, order, settlement, conviction or upon a plea of nolo contendre or itsequivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faithand in a manner reasonably believed to be in or not opposed to the best interests of theCorporation, and with respect to any criminal Proceeding, that Indemnitee had reason to believe hisor her conduct was unlawful. For purposes of this Section 1(c) of this Article VIII,“Proceeding” shall mean any threatened, pending or completed investigation, civil orcriminal action, third-party action, derivative action, claim, suit, arbitration, counterclaim,cross claim, alternative dispute resolution mechanism, inquiry, administrative hearing or any otherproceeding whether civil, criminal, administrative, legislative or investigative, including anyappeal therefrom in which Indemnitee was involved as a party or otherwise by reason of (i) the factthat Indemnitee is or was a Fiduciary, or (ii) any action taken (or failure to act) by him or heror on his or her behalf in his or her capacity as a Fiduciary.2. Expenses; Indemnification Procedure.(a) Advancement of Expenses. The Corporation shall advance all Expenses incurred byIndemnitee or on Indemnitee’s behalf, without regard to Indemnitee’s ultimate entitlement toindemnification under the other provisions of this Amended and Restated Certificate ofIncorporation. Indemnitee hereby undertakes to repay such amounts advanced if, and only to theextent that, it shall be determined by a final judgment or other final adjudication, not subject tofurther appeal or review, that Indemnitee is not entitled to be indemnified by the Corporation asauthorized hereby, or under applicable law or otherwise. The advances to be made hereunder shallbe paid by the Corporation to Indemnitee within 20 calendar days following delivery of any writtenrequest, from time to time, by Indemnitee to the Corporation. Any overdue amount of such Expensesto be paid by the Corporation hereunder shall bear interest, compounded monthly, at a rate of 8%per annum. Advances payable hereunder shall include any and all reasonable Expenses incurredpursuing an action to enforce this right of advancement, including Expenses incurred preparing andforwarding any statements to the Corporation to support the advances claimed.(b) Notice by Indemnitee. To obtain indemnification under this Amended and RestatedCertificate of Incorporation, Indemnitee shall, as promptly as reasonably practicable under thecircumstances, notify the Corporation in writing upon being served with any summons, citation,subpoena, complaint, indictment, information or other document relating to any Proceeding or anyother matter which may be subject to indemnification of Liabilities or advancement of Expensescovered by this Amended and Restated Certificate of Incorporation; provided however, that any delay or failure to so notify the Corporation shall relieve theCorporation of its obligations hereunder only to the extent, if at all, that the Corporation isactually and materially prejudiced by reason of such delay or failure. Notice to the Corporationshall be hand-delivered or mailed by certified or registered mail with postage prepaid at theprincipal address of the Corporation directed to the President/Chief Executive Officer of theCorporation.
 
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(c) Determination of Entitlement to Indemnification. Upon the receipt of any noticepursuant to Section 2(b) of this Article VIII, a determination, if expressly required by applicablelaw, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made within 20calendar days by (i) a majority vote of the Board who are not parties to the Proceeding in respectof which indemnification is sought by Indemnitee, even though less than a quorum or (ii) by acommittee of such directors designated by majority vote of such directors even though less than aquorum, or (iii) if there are no such directors, or if such directors so direct, by IndependentCounsel (as defined below) in a written opinion to the Board (a copy of which opinion shall bedelivered to Indemnitee); provided, however, that if there has been a Change of Control (as definedbelow) at or prior to the time of such notice by Indemnitee, Indemnitee’s entitlement toindemnification shall be determined within the foregoing time period by Independent Counsel (asdefined below) selected by Indemnitee, such determination to be set forth in a written opinion tothe Board (a copy of which opinion shall be delivered to Indemnitee). The Corporation agrees topay the reasonable fees of any Independent Counsel and to fully indemnify such Independent Counselagainst any and all Expenses, claims, liabilities and damages arising out of or relating to thisAmended and Restated Certificate of Incorporation or its engagement pursuant hereto. If, pursuantto the foregoing, it is determined that Indemnitee is entitled to indemnification, payment toIndemnitee shall be made within 20 calendar days from the date of notice by Indemnitee pursuant toSection 2(b) of this Article VIII. Indemnitee shall reasonably cooperate in the making of suchdetermination, including providing upon reasonable advance request any documentation or informationwhich is not privileged or otherwise protected from disclosure and which is reasonably available toIndemnitee and reasonably necessary to such determination. For the avoidance of doubt, any costsor expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperatingwith the Person making such determination shall be included as Expenses for the purposes of thisAmended and Restated Certificate of Incorporation. Nothing in this Section 2(c) of this ArticleVIII shall be construed to limit or modify the presumptions in favor of Indemnitee set forth inSection 1(b) of this Article VIII. For purposes of this Section 2(c) of this Article VIII,“Change of Control” shall be deemed to have occurred in any one of the followingcircumstances occurring after the date hereof: (i) there shall have occurred an event required tobe reported with respect to the Corporation in response to Item 6(e) of Schedule 14A of Regulation14A (or in response to any similar item or any similar schedule or form) under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), regardless of whether theCorporation is then subject to such reporting requirement; (ii) any “person” (as such term is usedin Sections 13(d) and 14(d) of the Exchange Act) shall have become the “beneficial owner” (asdefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of theCorporation representing 15%. For purposes of this Section 2(c) of this Article VIII,“Independent Counsel” shall mean a nationally recognized law firm, or a member of anationally recognized law firm, that is experienced in matters of corporate law and neithercurrently is, nor in the 5 years previous to its selection or appointment has been, retained torepresent (i) the Corporation or Indemnitee in any matter material to either such party (other than with respect to matters concerning the rights ofIndemnitee under this Amended and Restated Certificate of Incorporation or of other indemnitiesunder similar indemnification agreements) or (ii) any other party to the Proceeding giving rise toa claim for indemnification hereunder. For the avoidance of doubt, any law firm or member of a lawfirm that shall have advised the Corporation with respect to the review and preparation of thisAmended and Restated Certificate of Incorporation shall not be Independent Counsel for the purposesof this Amended and Restated Certificate of Incorporation.
 
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(d) Insurance. The Corporation may purchase and maintain insurance on its own behalfand on behalf of any person who is or was a director, officer, employee, fiduciary or agent of theCorporation or was serving at the request of the Corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or other enterprise against anyliability asserted against such person and incurred by such person in any such capacity, whether ornot the Corporation would have the power to indemnify such person against such liability under thisArticle VIII. If, at the time of the receipt by the Corporation of a notice of a claim pursuant toSection 2(b) of this Article VIII, the Corporation has liability insurance in effect which maycover such claim, the Corporation shall give prompt notice of the commencement of such claim to theinsurers in accordance with the procedures set forth in the respective policies. The Corporationshall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf ofIndemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry orinvestigation in accordance with the terms of such policies.3. Selection of Counsel. In the event the Corporation shall be obligated hereunder topay the expenses of any claim, the Corporation, if appropriate, shall be entitled to assume thedefense of such claim with counsel reasonably approved by Indemnitee, upon the delivery toIndemnitee of written notice of its election so to do. After delivery of such notice, reasonableapproval of such counsel by Indemnitee and the retention of such counsel by the Corporation, theCorporation will not be liable to Indemnitee for any fees of counsel subsequently incurred byIndemnitee with respect to the same claim; provided that, (i) Indemnitee shall have the right toemploy Indemnitee’s counsel in any such claim at Indemnitee’s expense and (ii) if (A) theemployment of counsel by Indemnitee has been previously authorized by the Corporation, (B)Indemnitee shall have reasonably concluded that there may be a conflict of interest between theCorporation and Indemnitee in the conduct of any such defense, or (C) the Corporation shall notcontinue to retain such counsel to defend such claim, then the fees and expenses of Indemnitee’scounsel shall be at the expense of the Corporation.4. Exceptions**.**Any other provision of this Article VIII to the contrarynotwithstanding, the Corporation shall not be obligated:(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemniteewith respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by wayof defense, except with respect to proceedings brought to establish or enforce a right toindemnification hereunder or under any other statute or law or otherwise as required under Section145 of the DGCL, but such indemnification or advancement of expenses may be provided by theCorporation in specific cases if the Board finds it to be appropriate;
 
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(b) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred byIndemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret theprovisions of this Article VIII, if a court of competent jurisdiction determines that each of thematerial assertions made by Indemnitee in such proceeding was not made in good faith or wasfrivolous;(c) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any typewhatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, andamounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrierunder a policy of officers’ and directors’ liability insurance maintained by the Corporation; or(d) Claims under Section 16(b). To indemnify Indemnitee for expenses or the paymentof profits arising from the purchase and sale by Indemnitee of securities in violation of Section16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.5. Nonexclusivity of Article VIII. The rights to indemnification and the payment ofexpenses incurred in defending a proceeding in advance of its final disposition conferred in thisArticle VIII shall not be exclusive of any other right which any person may have or hereafteracquire under any statute, certificate of incorporation, bylaw, agreement, vote of stockholders ordisinterested directors or otherwise.6. Employees and Agents. Persons who are not covered by the foregoing provisions ofthis Article VIII and who are or were employees or agents of the Corporation, or who are or wereserving at the request of the Corporation as employees or agents of another corporation,partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorizedat any time or from time to time by the Board.7. Contract Rights. The provisions of this Article VIII shall be deemed to be acontract right between the Corporation and each director or officer who serves in any such capacityat any time while this Article VIII and the relevant provisions of the DGCL or other applicable laware in effect, and any repeal or modification of this Article VIII or any such law shall not affectany rights or obligations then existing with respect to any state of facts or proceeding thenexisting.8. Merger or Consolidation. For purposes of this Article VIII, references to “theCorporation” shall include, in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation or merger which, if itsseparate existence had continued, would have had power and authority to indemnify its directors,officers and employees or agents, so that any person who is or was a director, officer, employee oragent of such constituent corporation, or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, shall stand in the same position under this Article VIII withrespect to the resulting or surviving corporation as such person would have with respect to suchconstituent corporation if its separate existence had continued.
 
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**ARTICLE IX**The Corporation reserves the right to amend or repeal any provisions contained in this Amendedand Restated Certificate of Incorporation from time to time and at any time in the manner now orhereafter prescribed by the laws of the State of Delaware, and all rights conferred uponstockholders and directors are granted subject to such reservation.**ARTICLE X**The Board shall have the power to adopt, amend or repeal the Corporation’s Bylaws, except asmay be otherwise be provided in the Bylaws.
 
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