SECONDAMENDMENT OFTHE MEDGENICS,INC. STOCKINCENTIVE PLAN (ASAMENDED AND RESTATED EFFECTIVE MARCH 5, 2012)

Exhibit 10.1

SECOND AMENDMENT

OF THE

MEDGENICS, INC.

STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE MARCH 5, 2012)

Whereas, Medgenics, Inc. (the “Company”) maintains the Medgenics, Inc. Stock Incentive Plan (As Amended and Restated Effective March 5, 2012) (the “Incentive Plan”);

Whereas, pursuant to and subject to Section 9.14 of the Incentive Plan, the Board of Directors (the “Board”) of the Company may amend the Incentive Plan at any time;

whereas, pursuant to the First Amendment of the Medgenics, Inc. Stock Incentive Plan (As Amended and Restated Effective March 5, 2012), effective as of April 30, 2013, following requisite approval of the Company’s stockholders, the maximum number of shares of the Company’s common stock authorized to be issued under the Incentive Plan was increased by 1,700,000, from 2,478,571 to 4,178,571;

Whereas, the Board has determined that it is in the best interests of the Company to amend the Incentive Plan to increase the maximum number of shares of the Company’s common stock authorized to be issued under the Incentive Plan by 2,000,000, from 4,178,571 to 6,178,571; and

Whereas, pursuant to Section 9.14 of the Incentive Plan, an amendment that materially increases the aggregate number of shares that may be issued under the Incentive Plan generally must be approved by a majority of votes cast by the stockholders of the Company in accordance with applicable stock exchange rules.

Now, therefore, effective as of the date of approval by a majority of votes cast by the stockholders of the Company in accordance with applicable stock exchange rules, the Incentive Plan is hereby amended in the following particulars:

“            4.01            Number of Shares. The maximum number of shares authorized to be issued under the Incentive Plan shall be 6,178,571 shares of the Company’s Common Stock (all of which may be granted as Incentive Stock Options); provided, however, that for so long as the Company’s Common Stock is admitted for trading on the Official List of the United Kingdom Listing Authority or on AIM, the market operated by London Stock Exchange plc, on the date of grant of any Award hereunder (the ‘Relevant Grant Date’), the aggregate number of shares in respect of which Awards granted on or after December 4, 2007 and which remain outstanding and unexercised shall not exceed 12% of the number of shares of the Company’s Common Stock issued and outstanding on the Relevant Grant Date.”