SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

CPEX Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

12620N104

(CUSIP Number)

The Mangrove Partners Fund, L.P.

10 East 53rd Street, 31st Floor

New York, New York 10022

Attention: Nathaniel August

Telephone Number: (646) 450-0418

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copies to:

Spencer D. Klein, Esq.

Morrison & Foerster LLP

1290 Avenue of the Americas

New York, New York 10104

Telephone Number: (212) 468-8000

February 28, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this statement because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D
CUSIP NO. 12620N104
(1)	Name of Reporting Persons.	The Mangrove Partners Fund, L.P.
	I.R.S. Identification Nos. of above persons (entities only).	27-2067192
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)	(a)    x (b)    ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions)	WC, OO
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) Or 2(e)	¨
(6)	Citizenship or Place of Organization	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	(7)	Sole Voting Power	0
	(8)	Shared Voting Power	149,373
	(9)	Sole Dispositive Power	0
	(10)	Shared Dispositive Power	149,373

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person	149,373
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
(13)	Percent of Class Represented by Amount in Row (11)	5.71%*
(14)	Type of Reporting Person	PN

*           The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of November 8, 2010, as reported in the issuer’s most recent Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, as filed with the Securities and Exchange Commission on November 10, 2010.

SCHEDULE 13D
CUSIP NO. 12620N104
(1)	Name of Reporting Persons.	Mangrove Partners
	I.R.S. Identification Nos. of above persons (entities only).	98-0652572
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)	(a)     x (b)     ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions)	AF
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) Or 2(e)	¨
(6)	Citizenship or Place of Organization	Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	(7)	Sole Voting Power	0
	(8)	Shared Voting Power	149,373
	(9)	Sole Dispositive Power	0
	(10)	Shared Dispositive Power	149,373

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person	149,373
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
(13)	Percent of Class Represented by Amount in Row (11)	5.71%*
(14)	Type of Reporting Person	OO

*           The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of November 8, 2010, as reported in the issuer’s most recent Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, as filed with the Securities and Exchange Commission on November 10, 2010.

SCHEDULE 13D
CUSIP NO. 12620N104
(1)	Name of Reporting Persons.	Mangrove Capital
	I.R.S. Identification Nos. of above persons (entities only).	98-0652571
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)	(a)     x (b)     ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions)	AF
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) Or 2(e)	¨
(6)	Citizenship or Place of Organization	Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:	(7)	Sole Voting Power	0
	(8)	Shared Voting Power	149,373
	(9)	Sole Dispositive Power	0
	(10)	Shared Dispositive Power	149,373

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person	149,373
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
(13)	Percent of Class Represented by Amount in Row (11)	5.71%*
(14)	Type of Reporting Person	OO

*           The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of November 8, 2010, as reported in the issuer’s most recent Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, as filed with the Securities and Exchange Commission on November 10, 2010.

SCHEDULE 13D
CUSIP NO. 12620N104
(1)	Name of Reporting Persons.	Nathaniel August
	I.R.S. Identification Nos. of above persons (entities only).
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)	(a)     x (b)     ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions)	AF
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) Or 2(e)	¨
(6)	Citizenship or Place of Organization	United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:	(7)	Sole Voting Power	0
	(8)	Shared Voting Power	149,373
	(9)	Sole Dispositive Power	0
	(10)	Shared Dispositive Power	149,373

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person	149,373
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
(13)	Percent of Class Represented by Amount in Row (11)	5.71%*
(14)	Type of Reporting Person	IN

*           The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of November 8, 2010, as reported in the issuer’s most recent Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, as filed with the Securities and Exchange Commission on November 10, 2010.

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth.

Item 3.           Source and Amount of Funds or Other Consideration.

This Item 3 is hereby amended and restated as follows:

As of the date of this Amendment No. 1, Mangrove Fund owns 149,373 shares of Common Stock purchased for an aggregate price of $3,672,240.86. No other Common Stock is owned by any Reporting Person.

Item 4.           Purpose of Transaction.

This Item 4 is hereby amended and restated as follows:

Mangrove Fund initially acquired the Common Stock beneficially owned by the Reporting Persons in the ordinary course of purchasing, selling and investing in securities. On January 4, 2011, the Issuer announced that it had entered into an agreement and plan of merger with FCB I Holdings Inc. and its wholly owned subsidiary FCB I Acquisition Corp. (the “Purchaser”) pursuant to which the Issuer would be merged with FCB I Acquisition Corp. (the “Merger”) and each outstanding share of Common Stock would be converted into the right to receive $27.25 per share in cash (the “Offer Price”). The Reporting Persons believe that the value of shares of Common Stock may exceed the Offer Price and do not currently intend to vote their shares in favor of the Merger.

On January 28, 2011, the Reporting Persons sent a letter to the Board of Directors of the Company addressing the basis for the Reporting Persons’ opposition to the Merger and proposing two alternative restructurings of the Issuer that the Reporting Persons believe may be superior alternatives to the Merger. A copy of the letter is attached to this filing as Exhibit 99.2.

On February 25, 2011, Mangrove Fund delivered a letter to the Board of Directors of the Company expressing its serious and significant concerns with the Merger. In the letter Mangrove Fund also questioned the adequacy of the merger consideration to be received by stockholders and the flawed process tainted by conflicts of interest that was conducted by the Issuer to arrive at such an inadequate valuation and value destroying transaction. Mangrove Fund urged the Board of Directors to conduct an open and robust exploration of all available strategic alternatives to achieve maximum value for stockholders. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The description herein of the letter is qualified in its entirety by reference to the letter.

On February 25, 2011, Mangrove Fund made a demand to obtain a stockholder list and other records of the Company pursuant to Section 220 of the Delaware General Corporation Law (the “Demand Letter”). The Reporting Persons may use any information obtained pursuant to the Demand Letter to communicate with certain other stockholders of the Company regarding the Company’s proposals to be considered by stockholders at the Special Meeting scheduled for May 24, 2011 (the “Special Meeting”), and any other matters relating to Mangrove Fund’s interest as a stockholder of the Company. A copy of the Demand Letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The description herein of the Demand Letter is qualified in its entirety by reference to the Demand Letter.

On February 28, 2011, Mangrove Fund issued a press release reaffirming Mangrove Fund’s intention to vote the Common Stock held by Mangrove Fund at the Company’s Special Meeting against the Merger. A copy of the press release issued by Mangrove Fund is attached hereto as Exhibit 99.3. The description herein of the press release is qualified in its entirety by reference to the press release.

All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes. Except as set forth herein or as would occur upon completion of any of the actions discussed herein, including in any Exhibits hereto, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review its investment in the Issuer on a continuing basis and depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the Common Stock and/or otherwise changing its intention with respect to any and all matters referred in Item 4 of Schedule 13D.

Item 5.           Interest in Securities of the Issuer.

This Item 5 is hereby amended and restated as follows:

(a)-(b) As of the date of this Amendment No. 1, Mangrove Fund owns beneficially 149,373 shares of Common Stock, representing approximately 5.71% of the 2,616,936 shares of Common Stock outstanding as of November 8, 2010, as reported in the Issuer’s Form 10-Q filed November 10, 2010.

Mangrove Partners, in its capacity as investment manager of Mangrove Fund, has shared voting and dispositive power with respect to 149,373 shares of Common Stock, representing approximately 5.71% of the 2,616,936 shares of Common Stock outstanding as of November 8, 2010, as reported in the Issuer’s Form 10-Q filed November 10, 2010.

Mangrove Capital, in its capacity as general partner of Mangrove Fund, has shared voting and dispositive power with respect to 149,373 shares of Common Stock, representing approximately 5.71% of the 2,616,936 shares of Common Stock outstanding as of November 8, 2010, as reported in the Issuer’s Form 10-Q filed November 10, 2010.

Mr. August, in his capacity as the Director of Mangrove Partners and Director of Mangrove Capital has shared voting and dispositive power with respect to 149,373 shares of Common Stock, representing approximately 5.71% of the 2,616,936 shares of Common Stock outstanding as of November 8, 2010, as reported in the Issuer’s Form 10-Q filed November 10, 2010.

(c) The trade dates, number of shares of Common Stock purchased or sold and the price per share of Common Stock (including commissions) for all transactions in the Common Stock by the Reporting Persons in the past 60 days are set forth on Schedule A hereto and are incorporated herein by reference. All of such transactions were open-market transactions.

(d) No persons other than the Reporting Persons and their investment clients have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered hereby.

(e) Not Applicable.

Item 7.           Material to be Filed as Exhibits.

Exhibit No.	Description
99.1	Letter to CPEX Pharmaceuticals, Inc., dated February 25, 2011 (furnished herewith)
99.2	Demand Letter to CPEX Pharmaceuticals, Inc., dated February 25, 2011 (furnished herewith)
99.3	Press Release of The Mangrove Partners Fund, L.P., dated February 28, 2011

Signature

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 28, 2011

THE MANGROVE PARTNERS FUND, L.P.
By: Mangrove Capital, as General Partner
By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director
MANGROVE PARTNERS
By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director
MANGROVE CAPITAL
By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director
By:	/s/ Nathaniel August
	Name:	Nathaniel August

Schedule A

TRADE DATE	NO. OF SHARES PURCHASED (P) // SOLD (S)	PRICE PER SHARE ($)
12/2/2010	4,855 (P)	24.51
12/15/2010	10,000 (P)	24.51
12/16/2010	1,000 (P)	24.31
12/17/2010	200 (P)	24.55
12/22/2010	100 (P)	24.6
12/23/2010	5 (P)	26.5
12/27/2010	3,968 (P)	24.71
12/28/2010	1,000 (P)	24.51
12/29/2010	2,501 (P)	24.26
12/30/2010	13 (P)	25.02
12/31/2010	80 (P)	24.38
1/3/2011	2,344 (P)	24.51
1/4/2011	43,000 (P)	26.85
1/27/2011	8,800 (P)	26.73
2/1/2011	5,000 (P)	26.96
2/2/2011	400 (P)	26.88
2/3/2011	675 (P)	26.86
2/4/2011	2,000 (P)	26.87
2/16/2011	100 (P)	27.28
2/17/2011	2,181 (P)	27.11

EX-99.1

Nathaniel August

Mangrove Partners

10 East 53rd Street, 31st Floor

New York, NY 10022

February 25, 2011

The Board of Directors

CPEX Pharmaceuticals, Inc.

2 Holland Way

Exeter, NH 03833

Dear Sirs:

We have repeatedly reached out to you through letters and phone messages over the last two months to express our sincere concern that the proposed acquisition of CPEX Pharmaceuticals, Inc. (the “Company” or “CPEX”) for $27.25 per common share (the “Merger”) grossly undervalues CPEX and does not maximize value for stockholders.   Unfortunately our attempts at engaging in a constructive dialogue have been met with silence from the Board.  As a holder of 149,373 shares representing approximately 5.71% of the outstanding shares of CPEX, we are extremely disappointed that, despite leaving literally dozens of phone messages for the Company’s CEO/Director John Sedor and the Company’s CFO Robert Hebert, we have been unable to open a dialogue with the Company.   Although we realize that CEO/Director John Sedor has much to gain monetarily from the Merger, his first duty as a director is to stockholders.  Our attempts to contact the Company predate the Merger announcement and we are concerned that this lack of responsiveness to stockholders reflects a confusion on the part of the Board and management with regards to who truly owns the Company and for whose benefit the Company should be run – the stockholders.

Although you have chosen to ignore our overtures, several other large stockholders have reached out to us following the filing of our 13D on January 31, 2011 to express their dissatisfaction with the Merger. We prepared the attached presentation to answer many of the questions we have received and explain why we have chosen to vote against the Merger. In the presentation, we have attempted to answer the following three questions:

1) Is the Merger fair to CPEX stockholders?

10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399| info@mangrovepartners.com

2) If it is unfair, why is management pursuing the Merger?

3) Are there better alternatives?

Our analysis of the Company’s proxy statement has led us to the clear conclusion that the Merger is at a meaningful discount to any reasonable metric of fair value, that management probably recommended the Merger simply to earn their change of control payments, and that a strategy of refocusing the Company on paying dividends would be a superior outcome to the $27.25 per share stockholders would receive in the Merger. We therefore intend to vote against the Merger.  In the event the Merger is defeated and in order to help the Company with a transition to a new strategy, my partner, Jeffrey Kalicka, and I would be pleased to serve on the Company’s Board of Directors without compensation. To be clear, we are not seeking to serve on the Board until the Merger is defeated and while we are willing to serve, we are not currently seeking proxies to elect us to the Board.

While we believe our analysis is accurate and robust, we would nonetheless appreciate your input on our concerns and encourage the Company to correct any material inaccuracies in the attached presentation. Naturally, we would take continued silence on the Company’s part as an admission that our analysis is correct. One implication of that admission would be that the DCF analysis in the Company’s definitive proxy statement is flawed and that the Company’s intrinsic value is well in excess of $27.25 per share.

We remind you that Mangrove Partners is one of the Company’s largest investors and that our interests are perfectly aligned with other stockholders. We have no interest other than maximizing value to stockholders. We hope to open a productive dialogue with you to achieve a superior outcome for all of the Company’s stockholders.

Sincerely,

/s/ Nathaniel August

Nathaniel August

10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399| info@mangrovepartners.com

EX-99.2

February 25, 2011

VIA FACSIMILE

AND FEDERAL EXPRESS

Mr. Robert P. Hebert

Secretary

CPEX Pharmaceuticals, Inc.

2 Holland Way

Exeter, NH 03833

Re: Demand to Inspect Stock List

Dear Mr. Herbert:

The undersigned, The Mangrove Partners Fund, L.P. (“Mangrove Partners”)is a beneficial owner of common stock (the “Common Stock”) of CPEX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), which shares of Common Stock are held through Jefferies & Company, Inc. for the account of Mangrove Partners. Attachment I hereto is documentary evidence of Mangrove Partners’ beneficial ownership and such documentary evidence is a true and correct copy of what it purports to be. Pursuant to Section 220 of the General Corporation Law of the State of Delaware, the undersigned, as beneficial holder of the shares, hereby demands, under oath, that copies of the following corporate records and documents of the Company (the “Stocklist Materials”) be made available for inspection and copying by Mangrove Partners or its attorneys or agents at the Company’s principal place of business during its customary business hours:

1. A complete record or list of the holders of shares of the Company’s Common Stock, certified by its transfer agent(s) and/or registrar(s), showing the name, address, and telephone number of each such holder and the number of shares of Common Stock registered in the name of each such holder, as of February 1, 2011, the record date for the Company’s special meeting of stockholders proposed to be held on March 24, 2011, or any adjournment or postponement thereof (the “Special Meeting”), or any other date that may be established as a new or substituted record date for the Special Meeting (the “Record Date”);

2. A magnetic computer tape list or disk of the holders of Common Stock as of the Record Date, showing the name and address of each such holder and the number of shares of Common Stock registered in the name of each such holder as of the most recent date available, together with such computer processing data as is necessary to make use of such magnetic computer tape or disk, and a printout of such magnetic computer tape or disk for verification purpose, with format;

February 25, 2011

Page 2

3. All daily transfer sheets showing changes in the list of holders of Common Stock referred to in paragraph 1 above which are in or come into the possession of the Company or its transfer agent, or which reasonably can be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, from the date of such list to the date of the Company’s proposed Special Meeting;

4. All information in or which comes into the Company’s possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or from nominees of any central certificate depository system concerning the name, address and number of shares of Common Stock held by each participating broker, dealer, bank or other person or entity, including a breakdown of any holders in the name of Cede & Co. and other similar nominees;

5. A list or lists of all stockholders arranged in descending order by number of shares, showing the name and address of each stockholder; a complete record or list of any participants in any employee stock purchase plan, ESOP plan, or other plan for the purchase of shares (including, without limitation any 401K plan), showing the name and address of each participant and the number of shares credited to the participant’s account; a magnetic tape or disk of this information with the same computer processing data as requested in paragraph 2 above; a correct and complete copy of the plan(s) documents, including any amendments of such plan(s);

6. All information in or which comes into the Company’s possession or control or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or from nominees of any central certificate depository system relating to the names, addresses and telephone numbers of the non-objecting beneficial owners of Common Stock (“NOBO’s”) in the format of a print out in descending order balance and on a magnetic computer tape or disk with the computer processing data that is necessary to make use of such magnetic computer tape or disk (which such information with respect to brokers and dealers is readily available to the Company under Rule 14b-1 of the Securities Exchange Act of 1934, as amended, from ADP Proxy Services); and

7. A “stop transfer” list or “stop” list relating to the shares of Common Stock and all additions, deletions, changes or corrections made thereto from the date of the list referred to in paragraph 1 above.

Unless indicated otherwise, the information and records specified in paragraphs 1 through 7 above shall be provided as of the record date of the Special Meeting, updated promptly through the date of the Special Meeting after the Company becomes aware of any change thereto.

The purposes for which Mangrove Partners makes this demand for the Stocklist Materials are to communicate with the Company’s stockholders regarding their investment as stockholders, including, without limitation, to communicate with stockholders regarding matters to be considered at the Special Meeting.

February 25, 2011

Page 3

Please advise the undersigned, whose address is 10 East 53rd Street, 31st Floor, New York, New York 10022 and whose phone number is (646) 450-0418, promptly, and in any event on or prior to the expiration of five business days after the date this demand is received by the Company, when and where the Stocklist Materials will be made available to the undersigned and its designated agents for inspection. Please be advised that the undersigned will bear the reasonable costs incurred by the Company, including the costs of its transfer agent(s) or registrar(s) in connection with the inspection demanded.

This demand is made under oath pursuant to Section 220 of the General Corporation Law of the State of Delaware. The undersigned affirms the foregoing statements to be true and correct to the fullest extent of my knowledge and belief under penalty of perjury under the laws of the State of New York.

Please acknowledge receipt of this letter and the enclosures by signing and dating the enclosed copy of this letter in the space provided below and returning the same to the undersigned in the enclosed envelope.

Very truly yours,
THE MANGROVE PARTNERS FUND, L.P.
By:	/s/ Nathaniel August
	Name: Nathaniel August
	Title: Director

Receipt Acknowledged:

CPEX Pharmaceuticals, Inc.

By:

Name:

Title:

Date:

EX-99.3

MANGROVE PARTNERS QUESTIONS THE PROPOSED SALE OF CPEX PHARMACEUTICALS AND

INTENDS TO VOTE “NO” ON THE MERGER

Special Meeting Scheduled to Take Place March 24, 2011

New York, New York – February 28, 2011 – Mangrove Partners, owners of 149,373 shares representing approximately 5.71% of the outstanding shares of CPEX Pharmaceuticals, Inc (NASDAQ: CPEX), today announced that it has decided to vote against the sale and against giving CPEX the right to adjourn the special meeting. Mangrove Partners made its decision after critically examining the merits of the proposed sale of CPEX for $27.25 per share or only 3.6x management’s forecast operating profit in 2011.  Mangrove Partners has prepared a presentation containing analysis regarding the merger for both CPEX’s Board of Directors and fe llow stockholders and has posted the analysis to the new website www.cpexripoff.com.

Commenting on the transaction, Nathaniel August, Director of Mangrove Partners, said “Our analysis led us to the clear conclusion that CPEX is worth far more than $27.25 per share and that there are straightforward means of achieving a higher value. To share this analysis, we created the website www.cpexripoff.com and welcome feedback from our fellow stockholders.”

Mangrove Partners has voiced its opposition to the proposed transaction based upon the following factors:

· Inadequate Price: The merger represents only 3.6x 2011 forecast operating profit and is a discount to the debt being raised by the acquirer. The inadequate price was further revealed when the acquirer’s stock more than doubled after announcing it will acquire CPEX.

· Better Alternatives: CPEX can refocus itself on paying its substantial earnings out to stockholders and can afford a dividend of over $4 per share without touching its estimated net cash position of over $9 per share. Alternatively, CPEX may be able to spinoff Testim into a royalty trust paying over $8 per share in annual dividends. We believe CPEX is worth substantially more as a standalone company than the merger consideration being offered.

· Conflicted Management: Management is set to receive change of control payments of over $7.3 million or over 10% of the value of CPEX.

· Faulty Fairness Opinion: The fairness opinion is lacking key elements such as comparable transactions and comparable companies analyses. The DCF analysis provided to stockholders appears misguided and we could not replicate its conclusions using the banker’s methodology.

 Investors with questions concerning our reasons for voting against the merger should call Steven C. Balet or Geoff Sorbello at Okapi Partners LLC, which is advising Mangrove Partners, toll free at 1-877-285-5990.

Mangrove Partners’ original letter to CPEX can be found here:

- http://sec.gov/Archives/edgar/data/1418919/000114420411004807/v209462_ex99-2.htm