Exhibit 10.1


 


REAL ESTATE LEASE


 


 


This Lease Agreement (this "Lease") is dated April 1,
2012, by and between Cheldin Management Company ("Landlord"), and Unico American Corp ("Tenant"). The parties
agree as follows:


 


PREMISES. Landlord, in consideration of the lease payments
provided in this Lease, leases to Tenant the second floor consisting of 20,000 square feet of the building located at 23251 Mulholland
Drive, Woodland Hills, CA 91364 (the "Premises").


 


TERM. The lease term will begin on April 1, 2012 and will
terminate on March 31, 2013.


 


LEASE PAYMENTS. Tenant shall pay to Landlord monthly installments
of $40,500.00 ($1.80 per sq. ft), payable in advance on the first day of each month, for a total lease payment of $486,000.00.


 


PRIOR LEASE. The parties acknowledge that since April 1987,
Tenant has been occupying the entire building located at 23251 Mulholland Drive, Woodland Hills, CA 91364 pursuant to a prior lease
between Landlord and Tenant. The prior lease was extended from time to time pursuant to mutual agreement of Landlord and Tenant.
The parties hereby agree that the prior lease is deemed terminated, without further notice from either party, effective March 31,
2012; upon such termination, all obligations of Landlord to Tenant and of Tenant to Landlord under and pursuant to the prior lease
shall be deemed paid and satisfied.  


 


FIRST FLOOR. If Tenant does not vacate the first floor of
the premises by April 1, 2012, then Tenant shall pay additional rent for its occupancy of the first floor, at $40,500 per month,
until the first floor is vacated. Tenant shall promptly notify landlord of its vacation of the occupancy of the first floor. Said
additional rent shall cease on the date that Tenant provides such notice or on the date that the first floor is vacated, whichever
is later.


 


POSSESSION. Tenant shall be entitled to possession on the
first day of the term of this Lease, and shall yield possession to Landlord on the last day of the term of this Lease, unless otherwise
agreed by both parties in writing. At the expiration of the term, Tenant shall remove its goods and effects and peaceably yield
up the Premises to Landlord in as good a condition as when delivered to Tenant, ordinary wear and tear excepted.


 


USE OF PREMISES. Tenant may use the Premises only for general
office purposes. The Premises may be used for any other purpose only with the prior written consent of Landlord, which shall not
be unreasonably withheld.


 


PARKING. Tenant shall be entitled to use and reserve 50 %
of the existing covered parking spaces and to use 50% of the outdoor parking spaces for the parking of the Tenant's employees and
customers'/guests' motor vehicle(s).


 


PROPERTY INSURANCE. So long as their respective insurers
so permit, Tenant and Landlord hereby mutually waive their respective rights of recovery against each other for any loss insured
by fire, extended coverage and other property insurance policies existing for the benefit of the respective party. Each party shall
obtain any special endorsements, if required by their insurer, to evidence compliance with the aforementioned waiver.


 


MAINTENANCE. Landlord shall have the responsibility to maintain
the Premises in good repair at all times including all common areas, parking facilities and elevators.


 


UTILITIES AND SERVICES. Landlord agrees to furnish to the
premises during reasonable hours of generally recognized business days water and electricity suitable for the intended use of the
premises, heat and air conditioning required for the comfortable use and occupation of the premises, janitorial service, and elevator
service. Landlord shall also maintain and keep lighted the common stairs, entries and toilet rooms in the building of which the
demised premises are a part.


 


TAXES. Taxes attributable to the Premises or the use of the
Premises shall be allocated as follows:


 


REAL ESTATE TAXES. Landlord shall pay all real estate
taxes and assessments for the Premises.


 


PERSONAL TAXES. Landlord shall pay all personal taxes
and any other charges which may be levied against the Premises and which are attributable to Tenant's use of the Premises, along
with all sales and/or use taxes (if any) that may be due in connection with lease payments.


 


DEFAULTS. Tenant shall be in default of this Lease if Tenant
fails to fulfill any lease obligation or term by which Tenant is bound. Subject to any governing provisions of law to the contrary,
if Tenant fails to cure any financial obligation within 10 days (or any other obligation within 30 days) after written notice of
such default is provided by Landlord to Tenant, Landlord may take possession of the Premises without further notice (to the extent
permitted by law), and without prejudicing Landlord's rights to damages. In the alternative, Landlord may elect to cure any default
and the cost of such action shall be added to Tenant's financial obligations under this Lease. Tenant shall pay all costs, damages,
and expenses (including reasonable attorney fees and expenses) suffered by Landlord by reason of Tenant's defaults. All sums of
money or charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges are
designated as "additional rent". The rights provided by this paragraph are cumulative in nature and are in addition to
any other rights afforded by law.


 


HOLDOVER. If Tenant maintains possession of the Premises
for any period after the termination of this Lease ("Holdover Period"), Tenant shall pay to Landlord lease payment(s)
during the Holdover Period at a rate equal to the normal payment rate set forth in the Lease Payments paragraph.





 


CUMULATIVE RIGHTS. The rights of the parties under this Lease
are cumulative, and shall not be construed as exclusive unless otherwise required by law.


 


REMODELING OR STRUCTURAL IMPROVEMENTS. Tenant shall have
the obligation to conduct any construction or remodeling (at Tenant's expense) that may be required to use the Premises as specified
above. Tenant may also construct such fixtures on the Premises (at Tenant's expense) that appropriately facilitate its use for
such purposes. Such construction shall be undertaken and such fixtures may be erected only with the prior written consent of the
Landlord which shall not be unreasonably withheld. Tenant shall not install awnings or advertisements on any part of the Premises
without Landlord's prior written consent. At the end of the lease term, Tenant shall be entitled but not obligated to remove such
fixtures, and shall restore the Premises to substantially the same condition of the Premises at the commencement of this Lease.


 


ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent
(which shall not be unreasonably withheld), Landlord shall have the right to enter the Premises to make inspections, provide necessary
services, or show the unit to prospective buyers, mortgagees, tenants or workers. However, Landlord does not assume any liability
for the care or supervision of the Premises. As provided by law, in the case of an emergency, Landlord may enter the Premises without
Tenant's consent. During the last three months of this Lease, or any extension of this Lease, Landlord shall be allowed to display
the usual "To Let" signs and show the Premises to prospective tenants.


 


INDEMNITY REGARDING USE OF PREMISES. To the extent permitted
by law, Tenant agrees to indemnify, hold harmless, and defend Landlord from and against any and all losses, claims, liabilities,
and expenses, including reasonable attorney fees, if any, which Landlord may suffer or incur in connection with Tenant's possession,
use or misuse of the Premises, except Landlord's act or negligence.


 


To the extent permitted by law, Landlord agrees to indemnify, hold
harmless, and defend Tenant from and against any and all losses, claims, liabilities, and expenses, including reasonable attorney
fees, if any, which Tenant may suffer or incur in connection with landlord’s ownership, use or misuse of the Premises, except
Tenant’s act or negligence.


 


COMPLIANCE WITH REGULATIONS. Tenant shall promptly comply
with all laws, ordinances, requirements and regulations of the federal, state, county, municipal and other authorities, and the
fire insurance underwriters. However, Tenant shall not by this provision be required to make alterations to the exterior of the
building or alterations of a structural nature.


 


MECHANICS LIENS. Neither the Tenant nor anyone claiming through
the Tenant shall have the right to file mechanics liens or any other kind of lien on the Premises and the filing of this Lease
constitutes notice that such liens are invalid. Further, Tenant agrees to (1) give actual advance notice to any contractors, subcontractors
or suppliers of goods, labor, or services that such liens will not be valid, and (2) take whatever additional steps that are necessary
in order to keep the premises free of all liens resulting from construction done by or for the Tenant.


 


SUBORDINATION OF LEASE. This Lease is subordinate to any
mortgage that now exists, or may be given later by Landlord, with respect to the Premises.


 


ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease
any interest in the Premises, nor effect a change in the majority ownership of the Tenant (from the ownership existing at the inception
of this lease), nor assign, mortgage or pledge this Lease, without the prior written consent of Landlord, which shall not be unreasonably
withheld.


 


NOTICE. Notices under this Lease shall not be deemed valid
unless hand-delivered or sent by mail, postage prepaid, addressed as follows:


 


LANDLORD:


 


Cheldin Management Company


1575 Sorrento Drive


Pacific Palisades, CA 90272


Attn: Erwin Cheldin


 


TENANT:


 


Unico American Corp


23251 Mulholland Drive


Woodland Hills, CA 91364


Attn: Cary L. Cheldin


 


Such addresses may be changed from time to time by either party
by providing notice as set forth above. Notices mailed in accordance with the above provisions shall be deemed received on the
third day after posting.


 


GOVERNING LAW. This Lease shall be construed in accordance
with the laws of the State of California.


 


ENTIRE AGREEMENT/AMENDMENT. This Lease Agreement contains
the entire agreement of the parties and there are no other promises, conditions, understandings or other agreements, whether oral
or written, relating to the subject matter of this Lease. This Lease may be modified or amended in writing, if the writing is signed
by the party obligated under the amendment.


 


SEVERABILITY. If any portion of this Lease shall be held
to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision, it would become valid
and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.





 


WAIVER. The failure of either party to enforce any provisions
of this Lease shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Lease.


 


BINDING EFFECT. The provisions of this Lease shall be binding
upon and inure to the benefit of both parties and their respective legal representatives, successors and assigns.


 


 


LANDLORD:


Cheldin Management Company


 


 


 


 


By: /s/ Erwin Cheldin                 Date:
February 29, 2012


Erwin Cheldin,


Owner


 


 


TENANT:


Unico American Corp


 


 


 


 


By: /s/ Cary L. Cheldin             Date:
February 29, 2012


Cary L. Cheldin,


President and Chief Executive Officer


 


 


 


 


By: /s/ Lester A. Aaron           Date:
February 29, 2012


Lester A. Aaron,


Treasurer and Chief Financial Officer


 


 


 


 



     

     

    

 


ADDENDUM TO REAL ESTATE LEASE DATED FEBRUARY
28, 2012


 


This Addendum to Real Estate Lease ("Lease") is dated
March 14, 2012, by and between Cheldin Management Company ("Landlord"), and Unico American Corp ("Tenant").
The parties agree as follows:


 


That paragraph of the Lease entitled ACCESS BY LANDLORD TO PREMISES
shall be and hereby is deleted and replaced with the following:


 


ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent
(which shall not be unreasonably withheld), Landlord shall have the right to enter the Premises to make inspections, provide necessary
services, or show the unit to prospective buyers, mortgagees, tenants or workers. As provided by law, in the case of an emergency,
Landlord may enter the Premises without Tenant's consent. During the last three months of this Lease, or any extension of this
Lease, Landlord shall be allowed to display the usual "To Let" signs and show the Premises to prospective tenants. Landlord
agrees that any access to the room located in the southwest corner of the underground parking garage (the “Room”) shall
remain locked with a key provided to tenant only. If for any reason any access to that Room is required by Landlord or by someone
other than Tenant, Landlord will notify Tenant so Tenant can be present during such access. Landlord agrees that Tenant shall have
exclusive right to store items in or otherwise use the Room. It is also agreed that Tenant may, at its sole expense, install a
second air conditioner in the Room.


 


 


LANDLORD:


Cheldin Management Company


 


 


By: /s/ Erwin Cheldin             Date:
March 14, 2012


Erwin Cheldin,


Owner


 


 


TENANT:


Unico American Corp


 


 


By: /s/ Cary L. Cheldin          Date:
March 14, 2012


Cary L. Cheldin,


President and Chief Executive Officer


 


 


 


By: /s/ Lester A. Aaron         Date:
March 14, 2012


Lester A. Aaron,


Treasurer and Chief Financial Officer


 



     

     

    

 


SECOND ADDENDUM TO REAL ESTATE LEASE DATED
FEBRUARY 28, 2012


 


This Second Addendum to Real Estate Lease ("Lease") is
dated March 22, 2012, by and between Cheldin Management Company ("Landlord"), and Unico American Corp ("Tenant").
The parties agree as follows:


 


RENEWAL OR EXTENSION: Lessee shall have the option to renew
and extend the term of the lease for a period of 6 months beginning upon the expiration of the initial term, provided that Lessee,
at least ninety (90) days prior to the expiration of the initial term, gives Lessor written notice of its intention to exercise
such option. Provided the initial extension option shall have been exercised, Lessee shall have the further option to renew and
extend the terms of the lease for two additional renewal terms of 6 months each beginning upon the expiration of the first renewal
term, provided that Lessee, at least ninety (90) days prior to each renewal term, gives Lessor written notice of its intention
to exercise such right. Any such renewed and extended terms shall be at the same rent as provided in the lease and shall otherwise
be subject to all of the agreements, covenants, and conditions set forth in the lease.


 


 


 


LANDLORD:


Cheldin Management Company


 


 


By: /s/ Erwin Cheldin            Date:
March 23, 2012


Erwin Cheldin,


Owner


 


 


TENANT:


Unico American Corp


 


 


By: /s/ Cary L. Cheldin         Date:
March 23, 2012


Cary L. Cheldin,


President and Chief Executive Officer


 


 


 


By: /s/ Lester A. Aaron         Date:
March 23, 2012


Lester A. Aaron,


Treasurer and Chief Financial Officer