AMENDMENT TO MEMBER INTEREST PURCHASE AGREEMENT

Exhibit 2.2

AMENDMENT TO

MEMBER INTEREST PURCHASE AGREEMENT

THIS AMENDMENT TO AMENDED MEMBER INTEREST PURCHASE AGREEMENT dated as of December 30, 2004 (this “Amendment”) is made by and among C-COR Incorporated (“C-COR”), a Pennsylvania corporation, Broadband Management Solutions, LLC (“Purchaser”), a subsidiary of C-COR and a Delaware limited liability company, nCUBE Corporation (“Seller”), a Delaware corporation, and nCUBE Sub, LLC (the “Company”), a Delaware limited liability company.

BACKGROUND

1. Purchaser and Seller are parties to a Member Interest Purchase Agreement dated as of October 20, 2004, regarding the purchase by Purchaser of the Units of the Company and including the Subsidiary Interest Transfer and IP Transfer from Seller (the “Agreement”).

2. The parties desire to amend the terms of the Agreement as set forth herein.

3. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Amendments. The terms of the Agreement are amended as follows:

Section 1.1 The following definitions are added to Section 1.1 of the Agreement:

“BV Transfer Date” shall have the meaning set forth in Section 3.1 of the Agreement.

“Intercompany Payables” shall have the meaning set forth in Section 6.10(a) of the Agreement.

“Reconciliation” shall have the meaning set forth in Section 10.11 of the Agreement.

“Transfer” shall have the meaning set forth in Section 10.11 of the Agreement.

“UK Cash” shall have the meaning set forth in Section 10.11 of the Agreement.

“UK Subsidiary” shall mean nCUBE UK Ltd.

“UK Subsidiary Interests” shall mean all of the outstanding equity interests in nCUBE UK Ltd.

Section 2.1 Section 2.1(a) of the Agreement is deleted in its entirety and replaced with the following:

Section 2.2(b) Section 2.2(b) of the Agreement is deleted in its entirety and replaced with the following:

Section 2.4 Section 2.4(a)(2) of the Agreement is deleted in its entirety and replaced with the following:

Section 3.1 Section 3.1 of the Agreement is deleted in its entirety and replaced with the following:

3.1 Time, Place and Effective Date. The delivery of the Units and the Business Intellectual Property pursuant to Section 2.1 and the payment of the Purchase Price pursuant to Section 2.3 (the “Closing”) shall take place at the offices of Ballard Spahr Andrews & Ingersoll, LLP, 1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103, or at such other place as shall be mutually agreed to by the parties hereto, as soon as practicable following the satisfaction of all of the closing conditions set forth in Sections 8 and 9 hereto, but no later than 10:00 a.m. (East Coast time) on the tenth (10th) business day after satisfaction of all of the Closing conditions set forth in Sections 8 and 9 hereto, or such other date (the “Closing Date”) as mutually agreed by Purchaser and Seller after the satisfaction or waiver of all of the Closing conditions. The delivery of the UK Subsidiary Interests shall take place upon consummation of

2

the Reconciliation or other Transfer at the location where Closing took place, or at such other place as shall be mutually agreed to by the parties hereto. The effective time of the transactions contemplated to be consummated at Closing shall be deemed to be 11:58 p.m. (East Coast time) on the Closing Date. The effective time of the transfer of the UK Subsidiary Interests shall be deemed to be 11:58 p.m. (East Coast time) on the date of the consummation of the transfer of the UK Subsidiary Interests to BV, and in no event later than January 31, 2005 (the date of such consummation, the “BV Transfer Date”).

Section 3.2 Section 3.2(a)(11) of the Agreement is deleted in its entirety and replaced with the following:

Section 3.2(c)(1) Section 3.2(c)(1) is deleted in its entirety and replaced with the following:

Section 4.30 Section 4.30 is added:

Section 6.9 Section 6.9 of the Agreement is deleted in its entirety and replaced with the following:

Section 6.10 Section 6.10(a) of the Agreement is deleted in its entirety and replaced with the following:

3

Section 10.8 Section 10.8(a) of the Agreement is deleted in its entirety and replaced with the following:

Section 10.11 Section 10.11 is added:

(a) As soon as practicable following the Closing, Purchaser and Seller shall use good faith efforts to determine a mutually acceptable manner in which to transfer the UK Subsidiary Interests to BV without the Indebtedness, accounts payable or other accounts owing from the UK Subsidiary to Seller or any of its Affiliates that exist as of the Closing Date (the “Intercompany Payables”). Such transfer of the UK Subsidiary Interests and procedure for effecting the settlement of the Intercompany Payables is sometimes referred to herein as the “Transfer”. The parties acknowledge that such Transfer may include a capital contribution by Seller to the UK Subsidiary of an amount sufficient for the UK Subsidiary to pay and satisfy in full any Intercompany Payables; whereupon receipt of such contribution, the UK Subsidiary shall pay and satisfy in full the Intercompany Payables (the “Reconciliation”).

(b) The parties intend that the manner in which the Intercompany Payables are settled and the transfer of the UK Subsidiary effected shall not require any additional payments or incurrence of any additional liabilities by Purchaser (other than as provided in Section 10.11(d)) or any additional payments or the incurrence of any additional liabilities by Seller (other than as contemplated by the Reconciliation), the Creditors or any of their Affiliates.

(c) On the BV Transfer Date Seller will deliver to BV executed counterparts of all bills of sale, deeds of transfer, assignment and assumption agreements and other documents as may be necessary to transfer the UK Subsidiary Interests to BV.

(d) At the Closing, Purchaser shall assume and be solely responsible for all operating expenses incurred by the UK Subsidiary after the Closing and in the ordinary course of business consistent with past practice.

4

(e) From the receipt of the Closing Cash Payment until the BV Transfer Date, except for payments required pursuant to the Reconciliation or other Transfer, and except for payments of UK Cash, Seller will not and will not cause or permit the UK Subsidiary to: (i) disclaim, set aside, or pay any dividend or make any distribution of assets, including cash with respect to its capital, (ii) redeem, purchase or otherwise acquire any of its capital, (iii) engage in any practice, take any action or enter into any transaction of the type described in Section 4.8 of the Agreement or (iv) take any action which would reasonably be expected to result in a Material Adverse Effect to the UK Subsidiary Interests. Prior to the BV Transfer Date, Seller will not and will not cause or permit the UK Subsidiary to, make any distribution of the UK Cash unless such distribution would not reasonably be expected to result in a Material Adverse Effect to the UK Subsidiary Interests or the operations of the UK Subsidiary.

(f) Notwithstanding anything to the contrary contained herein, the amount of the cash balances of the UK Subsidiary as of the Closing Date (the “UK Cash”) shall be considered an “Excluded Asset” and shall be payable to Seller on the BV Transfer Date, except to the extent earlier paid to Seller in accordance with Section 10.11(e), and any cash generated following the Closing Date (other than contributions received pursuant to the Reconciliation or other Transfer) shall accrue for the benefit of and be owned by BV.

Section 11.5 Section 11.5(a) of the Agreement is deleted in its entirety and replaced with the following:

Section 2. Representations and Warranties. Each party hereby represents and warrants to the other party that this Amendment will not (A) violate or conflict with its organizational documents, (B) violate or

5

conflict with any law, statute, ordinance, rule or regulation or applicable judgment, decree, order, ruling, writ or injunction applicable to it, or (C) with or without the giving of notice, the lapse of time or both, conflict with, result in or constitute a ground for termination, cancellation or modification of, any of its contracts or obligations.

Section 3. Amendment Limited. Except as amended hereby, each of the provisions of the Agreement shall remain in full force and effect following this Amendment, and, except as explicitly provided herein, this Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Agreement.

Section 4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument. Any faxed signature shall be deemed to be an original.

Section 5. Integration. This Amendment and the Agreement contain the entire understanding between the parties hereto with respect to the subject matter hereof or thereof, and supersede all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein or therein contained. All references to the term Agreement shall mean the Agreement as amended by this Amendment. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

6

IN WITNESS WHEREOF, the undersigned have executed this Amendment to the Member Interest Purchase Agreement or caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.