#1#2FORWARD LOOKING STATEMENT This presentation includes forward-looking statements that are subject to many risks and uncertainties. These forward- looking statements, such as statements about Optex's short-term and long-term growth strategies, can sometimes be identified by use of terms such as "intend," "expect," "plan," "estimate," "future," "strive," and similar words. These statements involve many risks and uncertainties that may cause actual results to differ from what may be expressed or implied in these statements. These risks are discussed in Optex's Securities and Exchange Commission filings and reports, including the risks identified under the section captioned "Risk Factors" in its preliminary prospectus relating to its initial public offering filed pursuant to Rule 424(b) under the Securities Act of 1933, with the Securities and Exchange Commission. Optex disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise. 2 PTEX#3FREE WRITING PROSPECTUS STATEMENT This presentation highlights basic information about us and the offering. Because it is a summary, it does not contain all of the information that you should consider before investing in our company. This free writing prospectus relates only to, and should be read together with, the preliminary prospectus dated October 15, 2015, (the "Preliminary Prospectus") included in Amendment No. 3 to the Registration statement on Form S-1 (File No. 333-204955) relating to the public offering of common stock and warrants of Optex Systems Holdings, Inc. The information in this free writing prospectus is preliminary and is subject to completion or change. This free writing prospectus updates and supplements the Preliminary Prospectus and should be read together with the Preliminary Prospectus, including the section entitled "Risk Factors" beginning on p. 10 of the Preliminary Prospectus. We have filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (SEC) for the offering to which this presentation relates. The registration statement has not yet become effective. Before you invest, you should read the prospectus in the registration statement (including the risk factors described therein) and other documents we have filed with the SEC for more complete information about us and the offering. You may get these documents, including the preliminary prospectus, which is part of the Amendment No. 3 to Registration Statement of Form S-1, dated October 15, 2015, for free by visiting EDGAR on the SEC website at http://sec.gov. The preliminary prospectus, dated October 15, 2015, is available on the SEC website at http://www.sec.gov/Archives/edgar/data/1397016/000161577415002954/s102018_s1a.htm. Alternatively, we or any underwriter participating in the offering will arrange to send you the prospectus if you contact Chardan Capital Markets, LLC, 17 State Stre New York, NY 10004, telephone 646-465-9001, email: [email protected] or Joseph Gunnar & Co, LLC, Prospectus Department, 30 Broad Street, 11th FI, New York, NY 10004, telephone 212-440-9600, email: [email protected] 3 PTEX#4#5#6#7#8#9#10#11#12#13#14#15#16#17#18#19#20#21#22#23#24#25