Exhibit 10.6


 


PRIVATE
PLACEMENT SHARES PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT
(as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
dated as of [●], 2021, is entered into by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the
“Company”), and EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate
an initial public offering (the “Public Offering”) of the Company’s Class A ordinary shares (the
“Public Offering”), par value $0.0001 per share (“Shares”), as set forth in
the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission, No. 333-[●]
(the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”).


 


WHEREAS, the Purchaser has agreed to purchase,
at a price of $10.00 per share, an aggregate of 500,000 Shares (and up to 545,000 Shares if the underwriters in the Public Offering
exercise their over-allotment option in full) (the “Private Placement Shares”).


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.Authorization, Purchase
and Sale; Terms of the Private Placement Shares.


 


A. Authorization
of the Private Placement Shares. The Company has duly authorized the issuance and sale of the Private Placement Shares
to the Purchaser.


 


B. Purchase
and Sale of the Private Placement Shares.


 


(i) On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the
Purchaser shall purchase from the Company, 500,000 Private Placement Shares at a price of $10.00 per Private Placement Share for
an aggregate purchase price of $5,000,000 (the “Purchase Price”). The Purchaser shall pay, at least one
(1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts
designated by the Company, including to the trust account (the “Trust Account”), at a financial institution
to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with
the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior
sentence, the Company shall effect such delivery in book-entry form.


 






     


     


    




 


(ii) On
the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on
such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,”
and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company
shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 45,000 Private Placement Shares
(or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Shares in proportion
to the portion of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Share for an aggregate
purchase price of up to $450,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase
Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction
by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at
least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to
receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.


 


C. Terms
of the Private Placement Shares.


 


(i) The
Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that (a) the Private
Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the
Company’s initial business combination (the “Business Combination”) so long as they are held by
the Purchaser or its permitted transferees and (b) the Private Placement Shares are being purchased pursuant to an exemption from
the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described
above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from
registration is available, and the restrictions described above in clause (a) have expired.


 


(ii) On
or prior to the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating
to the Private Placement Shares.


 


Section 2.Representations and Warranties
of the Company.


 


As a material inducement to the Purchaser
to enter into this Agreement and purchase the Private Placement Shares, the Company hereby represents and warrants to the Purchaser
(which representations and warranties shall survive each Closing Date) that:


 


A. Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under
the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.


 






    2


     


    




 


B. Authorization;
No Breach.


 


(i) The
execution, delivery and performance of this Agreement and the Private Placement Shares have been duly authorized by the Company.
This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or
affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Shares, the issuance and sale of the Private
Placement Shares and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and
will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share
capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other
action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the
Company’s amended and restated memorandum and articles of association or any material law, statute, rule or regulation to
which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings
required after the date hereof under federal or state securities laws.


 


C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Private Placement Shares
will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
hereof, the Purchaser will have good title to the Private Placement Shares, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental
Consents. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state
or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for applicable requirements of the Securities Act.


 


Section 3.Representations and Warranties
of the Purchaser.


 


As a material inducement to the Company
to enter into this Agreement and issue and sell the Private Placement Shares to the Purchaser, the Purchaser hereby represents
and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 






    3


     


    




 


(ii) The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
do not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency
pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion
of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any
agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date
hereof under federal or state securities laws.


 


C. Investment
Representations.


 


(i) The
Purchaser is acquiring the Private Placement Shares for its own account, for investment purposes only and not with a view towards,
or for resale in connection with, any public sale or distribution thereof.


 


(ii) The
Purchaser understands that the Private Placement Shares are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Private Placement
Shares.


 


(iii) The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
Securities Act. The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D under the Securities Act.


 


(iv) The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Private Placement Shares which have been requested by the Purchaser. The Purchaser has been
afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that
its investment in the Private Placement Shares involves a high degree of risk and it has sought such accounting, legal and tax
advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Private Placement
Shares.


 






    4


     


    




 


(v) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Private Placement Shares or the fairness or suitability of the investment in the
Private Placement Shares by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private
Placement Shares.


 


(vi) The
Purchaser understands that: (a) the Private Placement Shares have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered
thereunder or (2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Private Placement Shares under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted
pursuant to the Securities Act will not be available for resale transactions of Private Placement Shares prior to a Business Combination
and may not be available for resale transactions of Private Placement Shares after a Business Combination.


 


(vii) The
Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Private Placement Shares and is able to bear the economic risk of an investment in the Private
Placement Shares in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing
for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would
be jeopardized by the investment in the Private Placement Shares. The Purchaser can afford a complete loss of its investments in
the Private Placement Shares.


 


(viii) The
Purchaser understands that the Private Placement Shares shall bear the legend substantially in the form of the following and be
subject to appropriate “stop transfer restrictions”:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG PANACEA ACQUISITION CORP. II (THE “COMPANY”), ECOR1 PANACEA HOLDINGS
II, LLC, AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO
THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED
IN ITS AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION) EXCEPT TO A PERMITTED TRANSFEREE (AS DESCRIBED IN THE LETTER
AGREEMENT REFERENCED ABOVE) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 






    5


     


    




 


SECURITIES EVIDENCED HEREBY SHALL
BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”


 


Section 4.Conditions of the Purchaser’s
Obligations.


 


The obligations of the Purchaser to purchase
and pay for the Private Placement Shares are subject to the fulfillment, on or before each Closing Date, of each of the following
conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of such Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


D. Registration
Rights Agreement. The Company shall have entered into the Registration Rights Agreement on terms satisfactory to the
Purchaser.


 


Section 5.Conditions of the Company’s
Obligations.


 


The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct
at and as of such Closing Date as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery
and performance of this Agreement and the issuance and sale of the Private Placement Shares.


 


D. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 






    6


     


    




 


Section 6.Termination.


 


This Agreement may be terminated at any
time after December 31, 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if
the closing of the Public Offering has not occurred prior to such date.


 


Section 7.Survival of Representations
and Warranties.


 


All of the representations and warranties
contained herein shall survive the applicable Closing Date.


 


Section 8.Definitions.


 


Terms used but not otherwise defined in
this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9.Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto
whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this
Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of the State of New York.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
the parties hereto.


 


[Signature page follows]


 




    7


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement to be effective as of the date first set forth above.


 





	 	COMPANY:
	 	 
	 	PANACEA ACQUISITION CORP. II
	 	 
	 	By:	 
	 	 	Name:	Scott Perlen
	 	 	Title: 	Chief Financial Officer
	 	 
	 	PURCHASER:
	 	 
	 	EcoR1 Panacea Holdings II, LLC
	 	 
	 	By:	 
	 	 	Name: 	Oleg Nodelman
	 	 	Title: 	Chief Executive Officer





 


[Signature Page to Private Placement
Shares Purchase Agreement]