Exhibit 10.37
  WARRANT
AMENDMENT
  This
WARRANT AMENDMENT (this “Amendment”) is dated as of March 29, 2010 by and among
ChinaNet Online Holdings, Inc., a Nevada corporation (the “Company”), and the
investors signatory hereto (each an “Investor”, collectively, the
“Investors”).  Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Securities Purchase
Agreement (as defined below).
  R E C I T
A L S
  WHEREAS,
the Company entered into a Securities Purchase Agreement  (the
“Securities Purchase Agreement”), dated as of August 21, 2009 (the “Closing
Date”), pursuant to which the Company conducted a private offering solely to
accredited investors pursuant to Rule 506 of Regulation D of the Securities Act
of 1933, as amended (the “Act”), of its 10% series A convertible preferred stock
and warrants; and
 
 WHEREAS,
pursuant to Sections 3(e) and (f) of the Series A-1 Warrant and Series A-2
Warrant to Purchase Shares of Common Stock of the Company which were delivered
to the Investors pursuant to the Securities Purchase Agreement (the “Warrants”),
the investors have certain weighted average anti-dilution protection in the
event the Company issues any additional shares of Common Stock or Common Stock
Equivalents (as defined in the Warrants) at a price per share less than the
Warrant Price then in effect; and
  WHEREAS,
the Company has requested that the Investors amend the Warrants to delete
Sections 3(e) and (f)  thereof; and agree that in lieu of such
provisions the holders of the Warrants shall have a right to pre-approve any
Additional Issuance at a price less than the Warrant Price then in effect, and
give retroactive effect to such amendments; and
 
 WHEREAS,
pursuant to Section 9 of each of the Warrants, no provision of the Warrant may
be amended without the written consent of the Company and Holders (as defined in
the Warrants) of a majority of the Warrants then outstanding; and
  NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as
follows:
  1. Amendment. Pursuant
to Section 9 of the Warrant, the parties hereto hereby amend the Warrants, as of
the date hereof, by:
  (a) deleting Sections 3(e) and (f) and
replacing it with the following:
  “Issuance of Additional
Shares of Common Stock and Common Stock Equivalents.
 Until
December 31, 2010, the Issuer shall not issue any Additional Shares of Common
Stock or, Common Stock Equivalents (otherwise than as provided in the foregoing
subsections
(a) through (d) of this Section 3), at a price per share less than the
Warrant Price then in effect or without consideration, without the prior written
consent of Holders of a majority of the then outstanding Warrants.”
  2. Effective
Time.  The parties hereto agree that this Amendment shall be
retroactive from and including, August 21, 2009.
  
  3. Effect on Transaction
Documents.  Except as set forth above the Transaction Documents
and any other documents related thereto, shall remain in full force and effect
and are hereby ratified and confirmed.
  4. Governing Law;
Jurisdiction. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.
  5. Counterparts. This
Amendment may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party.
  6. Severability. If any
provision of this Amendment shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Amendment or the validity or
enforceability of this Amendment in any other jurisdiction.
  
  [REMAINDER
OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
  
  [SIGNATURE
PAGES OF COMPANY TO FOLLOW]
     
  IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
  
  CHINANET
      ONLINE HOLDINGS, INC.By:Name:
      Handong ChengTitle:   Chief
      Executive Officer
   
  
  [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
   [SIGNATURE
PAGES OF INVESTORS TO FOLLOW]
     
  IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
    [INVESTOR]By:Name:Title:
 
 
       Investors’
Signature Pages