Exhibit (a)(1)(B)

Letter of Transmittal

For Tender of Shares of Common Stock of

Optex Systems Holdings, Inc.

At a Purchase Price Not Greater than $2.75 per Share
Nor Less Than $2.35 per Share

Pursuant to the Offer to Purchase Dated August 18, 2022

The undersigned represents that I (we) have full authority to tender without restriction the certificate(s) listed below. You are hereby authorized and instructed to deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a check representing a cash payment for shares of Common Stock, par value $0.001 per share, of Optex Systems Holdings, Inc. (“Optex”) (collectively the “Common Stock”) tendered pursuant to this Letter of Transmittal, for purchase by us at a price not greater than $2.75 nor less than $2.35 per share of Common Stock, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions in the Offer to Purchase, dated August 18, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as they may be amended or supplemented from time to time, the “Offer”).

THIS FORM SHOULD BE COMPLETED, SIGNED AND SENT TOGETHER WITH ALL OTHER DOCUMENTS, INCLUDING YOUR CERTIFICATES FOR SHARES OF COMMON STOCK TO Continental Stock Transfer & Trust Company, WHICH IS SERVING AS DEPOSITARY IN CONNECTION WITH THIS TENDER OFFER (THE “DEPOSITARY”), AT ONE OF THE ADDRESSES SET FORTH BELOW. DELIVERY OF THIS LETTER OF TRANSMITTAL OR OTHER DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO OPTEX, EQUITY STOCK TRANSFER, LLC, THE TRANSFER AGENT, INVESTORCOM, THE INFORMATION AGENT (THE “INFORMATION AGENT”), OR THE DEPOSITORY TRUST COMPANY, WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. ANY QUESTIONS REGARDING THE OFFER CAN BE ANSWERED BY THE INFORMATION AGENT.

Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2.

Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares of Common Stock, to:

Continental Stock Transfer & Trust Company

For Account Information Call Phone: 917-262-2378 or Email: Optex@continentalstock.com

By Mail, Overnight Courier, or by Facsimile Transmission

Pursuant to the Offer to Purchase up to $4.25 million in value of shares of Common Stock, the undersigned encloses herewith and tenders the following certificates representing shares of Optex:

READ THE INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

Indicate below the order (by certificate number) in which shares of Common Stock are to be purchased in the event of proration (attach additional signed list if necessary). If you do not designate an order and if less than all shares of Common Stock tendered are purchased due to proration, shares of Common Stock will be selected for purchase by the Depositary. See Instruction 15.

☐ Lost Certificates. I have lost my certificate(s) for shares of Common Stock See Instruction 13.

YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE IRS FORM W-9 PROVIDED BELOW OR APPROPRIATE IRS FORM W-8.

This Letter of Transmittal is to be used either if certificates for shares of Common Stock, par value $0.001 per share (the “Common Stock”), being tendered are to be forwarded with this Letter of Transmittal or, unless an Agent’s Message (defined below) is utilized, if delivery of shares of Common Stock is to be made by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company, which is referred to as the Book-Entry Transfer Facility, pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Tendering stockholders must deliver either the certificates for, or timely confirmation of book-entry transfer in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to, their shares of Common Stock and all other documents required by this Letter of Transmittal to the Depositary by 5:00 P.M., New York City time, on September 15, 2022 (as this time may be extended at any time or from time to time by Optex in its sole discretion in accordance with the terms of the Offer, the “Expiration Date”). Tendering stockholders whose certificates for shares of Common Stock are not immediately available or who cannot deliver either the certificates for, or timely confirmation of book-entry in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to, their shares of Common Stock and all other documents required by this Letter of Transmittal to the Depositary by the time provided immediately above must tender their shares of Common Stock in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Offer to Purchase.

Your attention is directed in particular to the following:

1. If you want to retain the shares of Common Stock you own, you do not need to take any action.

2. If you want to participate in the Offer and wish to maximize the chance that Optex will accept for payment shares of Common Stock you are tendering by this Letter of Transmittal, you should check the box marked “Common Stock Tendered At Price Determined Under The Offer” below and complete the other portions of this Letter of Transmittal as appropriate. You should understand that this election may effectively lower the Final Purchase Price (defined below) and could result in your shares of Common Stock being purchased at the minimum price of $2.35 per share of Common Stock.

3. If you wish to select a specific price at which you will be tendering your shares of Common Stock, you should select one of the boxes in the section captioned “Common Stock Tendered At Price Determined By Stockholder” below and complete the other portions of this Letter of Transmittal as appropriate.

METHOD OF DELIVERY

PRICE (IN DOLLARS) PER SHARE OF COMMON STOCK AT WHICH SHARES OF CLASS COMMON STOCK ARE BEING TENDERED

(See Instruction 5)

THE UNDERSIGNED IS TENDERING SHARES OF COMMON STOCK AS FOLLOWS (CHECK ONLY ONE BOX

UNDER (1) OR (2) BELOW).

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Common Stock Tendered At Price Determined By Stockholder,” the undersigned hereby tenders shares of Common Stock at the purchase price as shall be determined by Optex in accordance with the terms of the Offer.

By checking ONE of the following boxes INSTEAD OF THE BOX UNDER “Common Stock Tendered At Price Determined Under The Offer,” the undersigned hereby tenders shares of Common Stock at the price checked. The undersigned understands that this action could result in Optex purchasing none of the shares of Common Stock tendered hereby if the purchase price determined by Optex for the shares of Common Stock is less than the price checked below.

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES OF COMMON STOCK.

A STOCKHOLDER DESIRING TO TENDER SHARES OF COMMON STOCK AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES OF COMMON STOCK ARE TENDERED. THE SAME SHARES OF COMMON STOCK CANNOT BE TENDERED, UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE, AT MORE THAN ONE PRICE.

ODD LOTS

(See Instruction 14)

As described in Section 1 of the Offer to Purchase, under certain conditions, stockholders holding fewer than 100 shares of Common Stock may have their shares of Common Stock accepted for payment before any proration of other tendered shares of Common Stock. This preference is not available to partial tenders, or to beneficial or record holders of an aggregate of 100 or more shares of Common Stock, even if such holders have separate accounts or certificates representing fewer than 100 shares of Common Stock. Accordingly, this section is to be completed ONLY if shares of Common Stock are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares of Common Stock. The undersigned:

☐ owns, whether beneficially or of record, an aggregate of fewer than 100 shares of Common Stock and is tendering all such shares of Common Stock; or is a broker, dealer, commercial bank, trust company, or other nominee that (i) is tendering for the beneficial owner(s) shares of Common Stock with respect to which it is the record holder and (ii) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares of Common Stock and is tendering all such shares of Common Stock.

LOST OR DESTROYED CERTIFICATE(S)

IF ANY STOCK CERTIFICATE REPRESENTING SHARES OF COMMON STOCK THAT YOU OWN HAS BEEN LOST, STOLEN OR DESTROYED, PLEASE CONTACT THE DEPOSITARY AT (917) 262-2378 PROMPTLY TO OBTAIN INSTRUCTIONS ON HOW TO OBTAIN A FORM OF AFFIDAVIT OF LOST, DESTROYED OR STOLEN CERTIFICATE. THE DEPOSITARY WILL REQUIRE YOU TO FURNISH A PROPERLY COMPLETED AND EXECUTED AFFIDAVIT AND POST A BOND OF INDEMNITY TO SECURE AGAINST THE RISK THAT THE CERTIFICATE MAY BE SUBSEQUENTLY RECIRCULATED. THIS LETTER OF TRANSMITTAL AND RELATED DOCUMENTS CANNOT BE PROCESSED UNTIL THESE PROCEDURES HAVE BEEN FOLLOWED. PLEASE CONTACT THE DEPOSITARY IMMEDIATELY TO PERMIT TIMELY PROCESSING OF THIS DOCUMENTATION. SEE INSTRUCTION 13.

NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentleman:

The undersigned hereby tenders to Optex Management, Inc., a Delaware corporation (“Optex”), the above-described shares of Optex’s Common Stock, par value $0.001 per share (the “Common Stock”), at the price per share of Common Stock indicated in this Letter of Transmittal, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in Optex’s Offer to Purchase dated August 18, 2022 (as may be amended or supplemented from time to time, the “Offer to Purchase”) and this Letter of Transmittal (which together, as may be amended or supplemented from time to time, constitute the “Offer”), receipt of which is hereby acknowledged.

Subject to and effective on acceptance for payment of, and payment for, the shares of Common Stock tendered with this Letter of Transmittal in accordance with, and subject to, the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Optex, all right, title and interest in and to all the shares of Common Stock that are being tendered and irrevocably constitutes and appoints Continental Stock Transfer & Trust Company (the “Depositary”), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such tendered shares of Common Stock, to (a) deliver certificates for such tendered shares of Common Stock or transfer ownership of such tendered shares of Common Stock on the account books maintained by The Depository Trust Company (the “Book-Entry Transfer Facility”), together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, Optex upon receipt by the Depositary, as the undersigned’s agent, of the aggregate purchase price with respect to such tendered shares of Common Stock, (b) present such tendered shares of Common Stock for cancellation and transfer on Optex’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such tendered shares of Common Stock, all in accordance with the terms of the Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the tendered shares of Common Stock and, when the same are accepted for payment, Optex will acquire good, marketable and unencumbered title thereto, free and clear of all liens, security interests, restrictions, charges, claims, encumbrances, conditional sales agreements and other obligations relating to the sale, assignment or transfer of the tendered shares of Common Stock, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or Optex, execute any additional documents deemed by the Depositary or Optex to be necessary or desirable to complete the sale, assignment and transfer of the tendered shares of Common Stock, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that:

The undersigned agrees to all of the terms and conditions of the Offer.

Unless otherwise indicated below in the section captioned “Special Issuance Instructions” or “Special Wire Transfer Instructions,” please issue the check for payment of the purchase price and/or return any certificates for shares of Common Stock not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares of Common Stock Tendered.”

Unless otherwise indicated under “Special Delivery Instructions” or “Special Wire Transfer Instructions,” please mail the check for payment of the purchase price and/or return any certificates for shares of Common Stock not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares of Common Stock Tendered.”

In the event that both the “Special Issuance Instructions” and the “Special Delivery Instructions” (but not the “Special Wire Transfer Instructions”) are completed, please issue the check for payment of the purchase price and/or return any certificates for shares of Common Stock not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated in the appropriate instruction.

In the event that all three of the “Special Issuance Instructions,” “Special Delivery Instructions” and “Special Wire Transfer Instructions” are completed, please wire the funds for payment of the purchase price as specified on the “Special Wire Transfer Instructions” and/or return any certificates for shares of Common Stock not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated in the appropriate instruction.

Please credit any shares of Common Stock tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. Appropriate medallion signature guarantees by an Eligible Institution (as defined in Instruction 1) have been included with respect to shares of Common Stock for which Special Issuance Instructions, Special Delivery Instructions or Special Wire Transfer Instructions (with a recipient other than the registered holder(s)) have been given. The undersigned recognizes that Optex has no obligation pursuant to the “Special Issuance Instructions” to transfer any shares of Common Stock from the name of the registered holder(s) thereof if Optex does not accept for payment any of the shares of Common Stock.

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

☐ Credit shares of Common Stock delivered by book-entry transfer and not purchased to the account set forth below:

Account Number:

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

SPECIAL WIRE TRANSFER INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

* The ABA Routing Number for “incoming FED WIRES” is in many times different than the ABA Routing Number used for direct deposit or the ABA Routing Number on the bottom of your check or deposit slip. Please always check with your bank to obtain the correct ABA Routing Number and wire instructions.

The Depositary is hereby authorized and instructed to make payment of the purchase price by wire transfer of immediately available funds as instructed below:

Payee: _____________________________________________________

Bank Name: _________________________________________________

Address: ___________________________________________________

___________________________________________________________

ABA Number: _______________________________________________

Account Name: ______________________________________________

Account Number: _____________________________________________

For Further Credit Name and Account # (to the extent applicable):

__________________________________________________________

If Foreign, IBAN and SWIFT: ____________________________________

__________________________________________________________

Please provide the contact information where the Depositary may contact you if there are any questions or issues regarding the wire transfer information provided above.

Contact Information:

Address: ___________________________________________________

___________________________________________________________

Telephone: ___________________________ Email: ____________________________________

IMPORTANT: STOCKHOLDERS SIGN HERE

(also please complete IRS Form W-9 below or appropriate IRS Form W-8)

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or by person(s) authorized to become registered holder(s) of stock certificate(s) as evidenced by endorsement or stock powers transmitted herewith. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, the full title of the person should be set forth. See Instruction 6.).

Complete accompanying IRS Form W-9 or appropriate IRS Form W-8.
GUARANTEE OF SIGNATURE(S)

(For use by Eligible Institutions only;
see Instructions 1 and 6)

(Include Zip Code)

NOTE: A notarization by a notary public is not acceptable.

PLACE MEDALLION GUARANTEE IN SPACE BELOW.

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the Book-Entry Transfer Facility’s system whose name appears on a security position listing as the owner of the shares of Common Stock) of shares of Common Stock tendered herewith, unless such registered holder(s) has (have) completed any of the sections captioned “Special Issuance Instructions,” “Special Delivery Instructions” or “Special Wire Transfer Instructions” (in the latter case indicating that payment is to be made to someone other than the registered holder(s)) on this Letter of Transmittal) or (b) such shares of Common Stock are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a Medallion Program approved by the Securities Transfer Agents Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as the term is defined in Exchange Act Rule 17Ad-15, each of the foregoing constituting an “Eligible Institution.” In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6. If you have any questions regarding the need for a signature guarantee, please call the Information Agent at (877) 972-0090.

2. Requirements of Tender. This Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if delivery of shares of Common Stock is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a stockholder to validly tender shares of Common Stock pursuant to the Offer, (a) a Letter of Transmittal, properly completed and duly executed, and the certificate(s) representing the tendered shares of Common Stock, together with any required signature guarantees, and any other required documents, must be received by the Depositary at its address set forth on the back of this Letter of Transmittal prior to the Expiration Date, or (b) a Letter of Transmittal, properly completed and duly executed, and/or any required Agent’s Message and any other required documents, must be received by the Depositary at its address set forth on the back of this Letter of Transmittal prior to the Expiration Date and shares of Common Stock must be delivered pursuant to the procedures for book-entry transfer set forth in this Letter of Transmittal (and a book-entry confirmation must be received by the Depositary) prior to the Expiration Date, or (c) the stockholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase.

Tenders of shares of Common Stock made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If Optex extends the Offer beyond that time, tendered shares of Common Stock may be withdrawn at any time until the extended Expiration Date. Shares of Common Stock that have not previously been accepted by Optex for payment may be withdrawn at any time after 12:00 midnight, New York City time, on October 13, 2022. To withdraw tendered shares of Common Stock, stockholders must deliver a written notice of withdrawal to the Depositary within the prescribed time period at one of the addresses set forth in this Letter of Transmittal.

Any notice of withdrawal must specify the name of the tendering stockholder, the number of shares of Common Stock to be withdrawn, and the name of the registered holder of the shares of Common Stock. In addition, if the certificates for shares of Common Stock to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates for shares of Common Stock to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of shares of Common Stock tendered by an Eligible Institution). If shares of Common Stock have been tendered pursuant to the procedures for book-entry transfer, the notice of withdrawal also must specify the name and the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn shares of Common Stock and otherwise comply with the procedures of that facility. Withdrawals may not be rescinded and any shares of Common Stock withdrawn will not be properly tendered for purposes of the Offer unless the withdrawn shares of Common Stock are properly re-tendered prior to the Expiration Date by following the procedures described above.

Stockholders whose certificates for shares of Common Stock are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date may tender their shares of Common Stock by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to those procedures, (a) tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Optex, must be received by the Depositary prior to the Expiration Date and (c) the certificates for all tendered shares of Common Stock in proper form for transfer (or a book-entry confirmation with respect to all such shares of Common Stock), together with a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary, in each case within two business days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase. A “business day” means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 A.M. through 12:00 midnight, New York City time. The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the shares of Common Stock that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Optex may enforce such agreement against the participant.

THE METHOD OF DELIVERY OF SHARES OF COMMON STOCK, THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES OF COMMON STOCK, THIS LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). WHEN DELIVERING BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional shares of Common Stock will be purchased. All tendering stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for payment of their shares of Common Stock.

3. Inadequate Space. If the space provided in this Letter of Transmittal is inadequate, the certificate numbers and/or the number of shares of Common Stock should be listed on a separate signed schedule attached hereto.

4. Partial Tenders of Shares of Common Stock Represented By Certificates. If fewer than all of the shares of Common Stock represented by any certificate submitted to the Depositary are to be tendered, fill in the number of shares of Common Stock that are to be tendered in the box entitled “Description of Shares of Common Stock Tendered.” In any such case, new certificate(s) for the remainder of the shares of Common Stock that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the acceptance for payment of, and payment for, the shares of Common Stock tendered herewith. All shares of Common Stock represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Indication of Price at Which Shares of Common Stock are Being Tendered. For shares of Common Stock to be properly tendered, the stockholder MUST either (1) check the box in the section captioned “Common Stock Tendered At Price Determined Under The Offer” in order to maximize the chance of having Optex accept for payment all of the shares of Common Stock tendered (subject to the possibility of proration) or (2) check one, and only one, of the boxes indicating the price per share of Common Stock at which such stockholder is tendering shares of Common Stock under “Common Stock Tendered At Price Determined by Stockholder.” Selecting option (1) could result in the stockholder receiving a price per share as low as $2.35. ONLY ONE BOX UNDER (1) OR (2) MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES OF COMMON STOCK. A STOCKHOLDER WISHING TO TENDER PORTIONS OF SUCH STOCKHOLDER’S SHARES OF COMMON STOCK HOLDINGS AT DIFFERENT PRICES MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH STOCKHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH STOCKHOLDER’S SHARES OF COMMON STOCK. The same shares of Common Stock cannot be tendered more than once, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

6. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the shares of Common Stock tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change or alteration whatsoever.

If any of the shares of Common Stock tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

If any shares of Common Stock tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he, she, or it should so indicate when signing and submit proper evidence satisfactory to Optex of his, her or its authority to so act.

If this Letter of Transmittal is signed by the registered owner(s) of the shares of Common Stock tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for shares of Common Stock not tendered or accepted for payment are to be issued or delivered, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the shares of Common Stock tendered hereby, the certificate(s) representing such shares of Common Stock must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution.

7. Stock Transfer Taxes. Optex will pay any stock transfer taxes with respect to the transfer and sale of shares of Common Stock to it pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if shares of Common Stock not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares of Common Stock tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such other person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption from the payment of such taxes is submitted with this Letter of Transmittal.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.

8. Special Issuance, Special Delivery and Special Wire Transfer Instructions. If a check for the purchase price of any shares of Common Stock accepted for payment is to be issued in the name of, and/or certificates for any shares of Common Stock not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal, the section “Special Issuance Instructions” must be completed.

If a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the section “Special Delivery Instructions” must be completed.

If payment of the purchase price of any shares of Common Stock accepted for payment is to be made by wire transfer, the section “Special Wire Transfer Instructions” must be completed. Note that the Depositary will deduct a $50.00 fee for each wire transfer. If you do not wish for this fee to be deducted, do not complete the section “Special Wire Transfer Instructions,” and your payment will be issued via check.

9. Waiver of Conditions; Irregularities. All questions as to the number of shares of Common Stock to be accepted, the purchase price to be paid for shares of Common Stock to be accepted, the validity, form, eligibility (including time of receipt of any shares tendered, including pursuant to the guaranteed delivery procedures) and acceptance for payment of any tender of shares of Common Stock and the validity (including time of receipt) and form of any notice of withdrawal of tendered shares of Common Stock will be determined by Optex, in its sole discretion, and such determination will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. Optex may delegate power in whole or in part to the Depositary. Optex reserves the absolute right to reject any or all tenders of any shares of Common Stock that Optex determines are not in proper form or the acceptance for payment of or payment for which may, in the opinion of Optex’s counsel, be unlawful. Optex reserves the absolute right to reject any notices of withdrawal that it determines are not in proper form. Optex also reserves the absolute right, subject to the applicable rules and regulations of the Securities and Exchange Commission, to waive any of the conditions of the Offer prior to the Expiration Date, or any defect or irregularity in any tender or withdrawal with respect to any particular shares of Common Stock or any particular stockholder (whether or not Optex waives similar defects or irregularities in the case of other stockholders), and Optex’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. In the event a condition is waived with respect to any particular stockholder, the same condition will be waived with respect to all stockholders. No tender or withdrawal of shares of Common Stock will be deemed to have been properly made until all defects or irregularities have been cured by the tendering or withdrawing stockholder or waived by Optex. Optex will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender or withdrawal of shares of Common Stock. Unless waived, any defects or irregularities in connection with tenders or withdrawals must be cured within the period of time Optex determines. None of Optex, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any tender or withdrawal, nor will any of the foregoing incur any liability for failure to give any such notification.

10. Backup Withholding. In order to avoid backup withholding of U.S. federal income tax on payments of cash pursuant to the Offer, a U.S. Holder (as defined below) tendering shares of Common Stock in the Offer must (a) qualify for an exemption, as described below or (b) provide the Depositary or other applicable withholding agent with such U.S. Holder’s correct taxpayer identification number (“TIN”) (i.e., social security number or employer identification number) on IRS Form W-9, a copy of which is included with this Letter of Transmittal, and certify under penalties of perjury that (i) the TIN provided is correct, (ii) (x) the U.S. Holder is exempt from backup withholding, (y) the U.S. Holder has not been notified by the Internal Revenue Service (the “IRS”) that such U.S. Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (z) the IRS has notified the U.S. Holder that such U.S. Holder is no longer subject to backup withholding, and (iii) the U.S. Holder is a U.S. person (including a U.S. resident alien). If a U.S. Holder does not provide a correct TIN or fails to provide the certifications described above, the IRS may impose a $50 penalty on such U.S. Holder and payment of cash to such U.S. Holder pursuant to the Offer may be subject to backup withholding at the applicable statutory rate (currently 24% of the gross payment made pursuant to the Offer).

A “U.S. Holder” is any stockholder that for U.S. federal income tax purposes is (i) an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) a corporation or partnership created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” within the meaning of Section 7701(a)(30) of the Code have the authority to control all substantial decisions of the trust, or, if the trust has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is timely given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained upon timely filing a U.S. federal income tax return.

A tendering U.S. Holder is required to give the Depositary or other applicable withholding agent the TIN of the record owner of the shares of Common Stock being tendered. If the shares of Common Stock are held in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for guidance on which number to report.

If a U.S. Holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such U.S. Holder should write “Applied For” in the space provided for the TIN in Part I of the IRS Form W-9, and sign and date the IRS Form W-9. Writing “Applied For” means that a U.S. Holder has already applied for a TIN or that such U.S. Holder intends to apply for one soon. Notwithstanding that the U.S. Holder has written “Applied For” in Part I, the Depositary will withhold the applicable statutory rate (currently 24% of the gross payment made pursuant to the Offer) on all payments made prior to the time a properly certified TIN is provided to the Depositary.

Some stockholders are exempt from backup withholding. To prevent possible erroneous backup withholding, exempt stockholders should consult the instructions to the enclosed IRS Form W-9 for additional guidance.

Non-U.S. Holders (as defined below) should complete and sign the main signature form and IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8) in order to avoid backup withholding. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (www.irs.gov). A “Non-U.S. Holder” is a stockholder other than a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes), that is not a U.S. Holder. A partnership, and partners in such partnership, should consult their tax advisors. A disregarded domestic entity that has a foreign owner must use the appropriate IRS Form W-8, and not IRS Form W-9. See the instructions to the enclosed IRS Form W-9 for more instructions.

11. Withholding on Payments to Non-U.S. Holders. If you are a Non-U.S. Holder, because it is unclear whether the cash you receive in connection with the Offer will be treated (i) as proceeds of a sale or exchange or (ii) as a distribution, the Depositary or other applicable withholding agent may treat such payment as a dividend distribution for U.S. federal withholding tax purposes. Accordingly, if you are a Non-U.S. Holder, you may be subject to withholding on payments to you at a rate of 30% of the gross proceeds paid, unless the Depositary or other applicable withholding agent determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with your conduct of a trade or business within the United States. See Section 12 of the Offer to Purchase.

In order to obtain a reduced rate of withholding pursuant to an applicable income tax treaty, a Non-U.S. Holder must deliver to the Depositary or other applicable withholding agent, before the payment is made, a properly completed and executed IRS Form W-8BEN or W-8BEN-E claiming such a reduction. In order to claim an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a Non-U.S. Holder must deliver to the Depositary or other applicable withholding agent, before the payment is made, a properly completed and executed IRS Form W-8ECI.

A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any U.S. federal tax withheld if such Non-U.S. Holder meets the “complete redemption,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 12 of the Offer to Purchase or is otherwise able to establish that such Non-U.S. Holder is entitled to a reduced rate of withholding pursuant to any applicable income tax treaty and a higher rate was withheld.

Under Sections 1471 through 1474 of the Code, commonly referred to as “FATCA,” and related administrative guidance, a United States federal withholding tax of 30% generally will be imposed on dividends that are paid to “foreign financial institutions” and “non-financial foreign entities” (as specifically defined under these rules), whether such institutions or entities hold shares of Common Stock as beneficial owners or intermediaries, unless specified requirements are met. Because, as discussed above, the Depositary or other applicable withholding agent may treat amounts paid to Non-U.S. Holders in the Offer as dividend distributions for U.S. federal withholding tax purposes, such amounts may also be subject to withholding under FATCA if such requirements are not met. In such case, any withholding under FATCA may be credited against, and therefore reduce, any 30% withholding tax on dividend distributions as discussed above. Non-U.S. Holders should consult with their tax advisors regarding the possible implications of these rules on their disposition of shares of Common Stock pursuant to the Offer.

NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX WITHHOLDING RULES, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND PROCEDURE, AS WELL AS THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

12. Requests for Assistance or Additional Copies. If you have questions or need assistance, you should contact the Information Agent at the address or the telephone number set forth on the back cover of this Letter of Transmittal. If you require additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery, the IRS Form W-9 or other related materials, you should also contact the Information Agent. Copies will be furnished promptly at Optex’s expense.

13. Lost, Destroyed or Stolen Certificates. If any certificate representing shares of Common Stock has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary at (917) 262-2378 for instructions on how to obtain a form of affidavit of lost, destroyed or stolen certificate. The Depositary will require any such stockholder to furnish a properly completed and executed affidavit and post a bond of indemnity in form and substance satisfactory to the Depositary to secure against the risk that the certificate may be subsequently recirculated. This Letter of Transmittal and related documents cannot be processed until the procedures for lost, destroyed or stolen certificates have been followed.

14. Odd Lots. As described in Section 1 of the Offer to Purchase, if Optex is to purchase fewer than all shares of Common Stock tendered before the Expiration Date and not validly withdrawn, the shares of Common Stock purchased first will consist of all Odd Lots of less than 100 shares of Common Stock from stockholders who validly tender all of their shares of Common Stock at or below the Final Purchase Price and who do not validly withdraw them before the Expiration Date (tenders of less than all of the shares of Common Stock owned, beneficially or of record, by such Odd Lot Holder will not qualify for this preference). This preference will not be available to registered holders unless the section captioned “Odd Lots” in this Letter of Transmittal is completed.

15. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their shares of Common Stock are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification and the amount of any gain or loss on the shares of Common Stock purchased. See Section 1 and Section 12 of the Offer to Purchase.

IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES OF COMMON STOCK MUST BE RECEIVED BY THE DEPOSITARY OR SHARES OF COMMON STOCK MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

Any questions or requests for assistance may be directed to the Information Agent at the telephone number or at its address set forth below. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery or related documents may be directed to the Information Agent at its telephone numbers or address set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Depositary for the Offer is:

Continental Stock Transfer & Trust Company

For Account Information Call Phone: 917-262-2378 or Email: Optex@continentalstock.com

By Mail, Overnight Courier, or Facsimile Transmission

The Information Agent for the Offer is:

InvestorCom

19 Old Kings Highway S. – Suite 130

Darien, CT 06820

Toll Free (877) 972-0090

Banks and Brokers call collect (203) 972-9300

info@investor-com.com