EX-4.2









Exhibit 4.2

Form of Enrollment Agreement




VERAMARK TECHNOLOGIES, INC.




2008 EMPLOYEE STOCK PURCHASE PLAN




ENROLLMENT AGREEMENT





	1.	 	The Employee named on the reverse side hereby elects to participate in the Veramark
Technologies, Inc. 2008 Employee Stock Purchase Plan (the “Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Enrollment Agreement and the
Employee Stock Purchase Plan.
	 
	2.	 	I hereby authorize payroll deductions from each paycheck in the stated percentage of my base
salary on each payday (from 1 to 10%) during the Offering Periods in accordance with the Plan.
	 
	3.	 	I understand that said payroll deductions shall be accumulated for the purchase of shares of
Common Stock at the applicable Purchase Price determined in accordance with the Plan. I
understand that if I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my option.
	 
	4.	 	I have received a copy of the complete Plan. I understand that my participation in the Plan
is in all respects subject to the terms of the Plan.
	 
	5.	 	I understand that if I dispose of any shares received by me pursuant to the Plan within two
(2) years after the Enrollment Date (the first day of the Offering Period during which I
purchased such shares) or one (1) year after the Exercise Date, I will be treated for federal
income tax purposes as having received ordinary income at the time of such disposition in an
amount equal to the excess of the fair market value of the shares at the time such shares were
purchased by me over the price which I paid for the shares. I hereby agree to notify the
Company in writing within 30 days after the date of any disposition of my shares and I will
make adequate provision for Federal, state or other tax withholding obligations, if any, which
arise upon the disposition of the Common Stock. The Company may, but will not be
obligated to, withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of Common Stock by
me. If I dispose of such shares at any time after the expiration of the 2-year and 1-year
holding periods, I understand that I will be treated for federal income tax purposes as having
received income only at the time of such disposition, and that such income will be taxed as
ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the
fair market value of the shares at the time of such disposition over the purchase price which
I paid for the shares, or (2) 15% of the fair market value of the shares on the last day of
the Offering Period. The remainder of the gain, if any, recognized on such disposition will
be taxed as capital gain.
	 
	6.	 	I hereby agree to be bound by the terms of the Plan, including any restrictions on the
transferability of any shares received by me pursuant to the Plan. The effectiveness of this
Enrollment Agreement is dependent upon my eligibility to participate in the Plan.
	 
	7.	 	In the event of my death, I hereby designate the following as my beneficiary to receive all
payments and shares due me under the Employee Stock Purchase Plan.





 - 8 -









 





	 	 	 	 	 
	Employee Name: 
	 	 	 	 
	 

	 

	 	 
	 
	 	 	 	 
	Address: 
 
	 	 
	 

	 	 

	 	 





Authorized Payroll Deduction:                                         % (no fractional percentages).

(1% - 10% before tax).




	 	 	 
	Shares to be registered in name of:
	 	 
	 

	 
	(Employee or Employee and Spouse)
	 






	 	 	 
	Beneficiary:
	 	 
	 

	 





	 	 	 	 	 
	Relationship to Employee: 

	 	 	Address:	 
	 

	 
	 	 	 
	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 
	 	 	 	 
	 

	 	 	 	 




I UNDERSTAND THAT THIS ENROLLMENT AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING
PERIODS UNLESS TERMINATED BY ME.




	 	 	 	 
	Dated: 
	 	 	 
	 

	 	 	 
	 

	 	 	 
	 

	 	 	Signature of Employee
	 
	 	 	 
	 	 	 	 
	 

	 	 	 
	 

	 	 	Spouse’s Signature (If beneficiary is other than spouse)






	 	 	 
	RETURN COMPLETED FORM TO:

	 	ACCOUNTING DEPARTMENT
	 

	 	ATTN: Accounting — Stock Purchase Plan






 - 9 -