Plaintiff, by his attorneys, alleges upon information and belief, except for his own acts,

1. Plaintiff brings this action on behalf of the public stockholders of Silicon Storage

2. While the public shareholders will be cashed out at the unfair price of $2.10 per

3. Defendants Bing Yeh (“Yeh”), Silicon Storage’s Chief Executive Officer, President,

4. Pursuant to the Proposed Transaction, Prophet Equity will acquire all of the

5. Plaintiff is, and has been at all relevant times, the owner of shares of common stock

6. Silicon Storage is a corporation organized and existing under the laws of the State of

7. Defendant Bing Yeh (“Yeh”) has been the President and Chief Executive Officer of

8. Defendant Yaw Wen Hu (“Hu”) has been the Chief Operating Officer, Executive

9. Defendant Ronald Chwang (“Chwang”) has been a director of the Company since

10. Defendant Terry Nickerson (“Nickerson”) has been a director of the Company since

11. Defendant Yao-Wu Yang (“Yang”) has been a director of the Company since 2007.

12. Defendants referenced in ¶¶7 through 12 are collectively referred to as Individual

13. Defendant Technology Resources Holdings, Inc. is a Delaware corporation that is

14. Defendant Technology Resources Merger Sub, Inc. is a California corporation

15. By reason of Individual Defendants’ positions with the Company as officers and/or

16. Where the officers and/or Directors of a publicly traded corporation undertake a

(a) adversely affects the value provided to the corporation’s shareholders;

(b) favors themselves or will discourage or inhibit alternative offers to purchase

control of the corporation or its assets;

(c) contractually prohibits them from complying with their fiduciary duties;

(d) will otherwise adversely affect their duty to search and secure the best value

reasonably available under the circumstances for the corporation’s shareholders; and/or

(e) will provide the directors and/or officers with preferential treatment at the

expense of, or separate from, the public shareholders.

17. In accordance with their duties of loyalty and good faith, the Individual Defendants,

(a) participating in any transaction where the directors or officers’ loyalties are

divided;

(b) participating in any transaction where the directors or officers receive, or are

entitled to receive, a personal financial benefit not equally shared by the public shareholders of the

corporation; and/or

(c) unjustly enriching themselves at the expense or to the detriment of the public

shareholders.

18. Plaintiff alleges herein that the Individual Defendants, separately and together, in

19. Defendants also owe the Company’s stockholders a duty of candor, which includes

20. In committing the wrongful acts alleged herein, each of the Defendants has pursued,

21. During all relevant times hereto, the Defendants, and each of them, initiated a course

22. Each of the Defendants herein aided and abetted and rendered substantial assistance

23. Plaintiff brings this action on its own behalf and as a class action on behalf of all

24. This action is properly maintainable as a class action for the following reasons:

(a) the Class is so numerous that joinder of all members is impracticable. As of

November 19, 2009, Silicon Storage has approximately 95.85 million shares outstanding.

(b) questions of law and fact are common to the Class, including, inter alia, the

following:

(i)      Have the Individual Defendants breached their fiduciary duties owed

by them to Plaintiff and the others members of the Class;

(ii)     Are the Individual Defendants, in connection with the Proposed

Transaction of Silicon Storage by Prophet Equity, pursuing a course

of conduct that does not maximize Silicon Storage’s value in violation

of their fiduciary duties;

(iii)   Have the Individual Defendants misrepresented and omitted material

facts in violation of their fiduciary duties owed by them to Plaintiff

and the other members of the Class;

(iv)    Have Silicon Storage and Prophet Equity aided and abetted the

Individual Defendants’ breaches of fiduciary duty; and

(v)     Is the Class entitled to injunctive relief or damages as a result of

Defendants’ wrongful conduct.

(c) Plaintiff is committed to prosecuting this action and have retained competent

counsel experienced in litigation of this nature.

(d) Plaintiffs claims are typical of those of the other members of the Class.

(e) Plaintiff has no interests that are adverse to the Class.

(f) The prosecution of separate actions by individual members of the Class

would create the risk of inconsistent or varying adjudications for individual members of the Class

and of establishing incompatible standards of conduct for Defendants.

(g) Conflicting adjudications for individual members of the Class might as a

practical matter be dispositive of the interests of the other members not parties to the adjudications

or substantially impair or impede their ability to protect their interests.

25. Silicon Storage is poised for substantial growth. On October 27, 2009, the Company

26. In the press release announcing the results, Defendant Yeh commented on the

“This was a productive quarter for SST as we executed well on our

strategy and returned the company to profitability ahead of our

expectations,” said Bing Yeh, chief executive officer. “Seasonally

strong demand in NOR flash memory, as well as a stabilizing

pricing environment, resulted in healthy sequential growth in unit

shipments and improved product revenues across all four of our

application segments. Over the past few quarters, we have signed

several new licensing agreements for our embedded SuperFlash

program, which will begin to contribute upfront fee revenue in

the fourth quarter as we make progress on deliverables. These

new licensing agreements will help drive royalty growth in our

licensing business in future years. We continue to manage our

expenses closely and operate our business conservatively, but we

are optimistic about the opportunities in our markets and we

believe that we are laying a solid foundation for growth in 2010.”

27. Despite its promise and poise for growth, in a press release dated November 13,

SUNNYVALE, Calif., Nov. 13, 2009 — SST (Silicon Storage

Technology, Inc.) (NASDAQ: SSTI), a memory and non-memory

products provider for high-volume applications in the digital

consumer, networking, wireless communications and Internet

computing markets, today announced that it has entered into a

definitive merger agreement to be acquired by Technology

Resource Holdings, Inc., a Prophet Equity LP-controlled entity, as

well as by members of SST’s management team. Prophet Equity

LP will acquire all of the outstanding common stock of the

company for $2.10 per share, except for shares held by Bing Yeh,

SST’s Chairman and Chief Executive Officer, and Yaw Wen Hu,

SST’s Executive Vice President and Chief Operating Officer and

member of the Board of Directors, who have agreed to exchange

all of their shares of SST common stock for shares of capital stock

of the resulting privately held company. This price per share

represents approximately a 13 percent premium to the closing price

per share of SST’s stock on November 12, 2009.

SST’s Board of Directors, acting upon the recommendation of a

Strategic Committee composed of all of SST’s independent

directors, approved the agreement and resolved to recommend that

the company’s shareholders adopt and approve the agreement.

The transaction, which is expected to close in the second quarter of

2010, is subject to regulatory approvals and approval of the

agreement by (i) the holders of a majority of the company’s

outstanding common stock represented and voting at a special

meeting to be held to approve the transaction, excluding Bing Yeh

and Yaw Wen Hu, and (ii) the holders of a majority of the

company’s outstanding common stock, and other customary

closing conditions.

28. As part of the Proposed Transaction, Defendants Yeh and Hu, who collectively own

29. First, the Proposed Transaction represents a mere 13% premium to shareholders

30. Indeed, in the few months prior to the Proposed Transaction, Silicon Storage stock

31. Given the Company’s recent performance and future prospects, the consideration

32. The fact that the Proposed Transaction is unfair to shareholders is supported by the

33. Furthermore, on November 13, 2009, the Company filed a Form 8-K with the United

34. First, pursuant §6.4(a) of the Merger Agreement, the Company has only 45 days

35. In addition, pursuant to §6.4(c) of the Merger Agreement, should a bidder arrive on

36. In other words, the Merger Agreement gives Prophet Equity access to any rival

37. In addition, should the other bidder overcome the “last look,” the Merger Agreement

38. Lastly, Defendants Yeh and Hu, who hold approximately 12.7% of the Company’s

39. Accordingly, Plaintiff seeks injunctive and other equitable relief to prevent the

40. Plaintiff repeats all previous allegations as if set forth in full herein.

41. As Directors of Silicon Storage, the Individual Defendants stand in a fiduciary

42. As discussed herein, the Individual Defendants have breached their fiduciary duties

43. As a result of the Individual Defendants’ breaches of their fiduciary duties, Plaintiff

44. Unless enjoined by this Court, the Individual Defendants will continue to breach

45. Plaintiff and the Class have no adequate remedy at law.

46. Plaintiff repeats all previous allegations as if set forth in full herein.

47. As alleged in more detail above, Silicon Storage and Prophet Equity are well aware

48. As a result, Plaintiff and the Class members are being harmed.

49. Plaintiff and the Class have no adequate remedy at law.

WHEREFORE, Plaintiff demands judgment against Defendants jointly and severally, as

(A) declaring this action to be a class action and certifying Plaintiff as the Class

representatives and their counsel as Class counsel;

(B) enjoining, preliminarily and permanently, the Proposed Transaction;

(C) in the event that the transaction is consummated prior to the entry of this

Court’s final judgment, rescinding it or awarding Plaintiff and the Class rescissory damages;

(D) directing that Defendants account to Plaintiff and the other members of the

Class for all damages caused by them and account for all profits and any special benefits obtained

as a result of their breaches of their fiduciary duties;

(E) awarding Plaintiff the costs of this action, including a reasonable allowance

for the fees and expenses of Plaintiff’s attorneys and experts; and

(F) granting Plaintiff and the other members of the Class such further relief as the

Court deems just and proper.