THIRD AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT

Exhibit 10.6

THIRD AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT

May 23, 2005

TABLE OF CONTENTS

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THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 23rd day of May, 2005, by and among eHealthInsurance Services, Inc., a Delaware corporation (“EHIS”), eHealth, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”

RECITALS

WHEREAS, certain of the Investors hold (i) shares of EHIS Common Stock and/or securities exercisable therefor (the “EHIS Common Stock”), (ii) shares of EHIS Series A Preferred Stock and/or shares of Common Stock issued upon the conversion thereof (the “EHIS Series A Stock”), (iii) shares of EHIS Series B Preferred Stock and/or shares of Common Stock issued upon the conversion thereof (the “EHIS Series B Stock”) and (iv) shares of the EHIS Series C Preferred Stock and/or shares of Common Stock issued upon the conversion thereof (the “EHIS Series C Stock”), and possess registration rights, information rights, rights of first offer and other rights granted pursuant to the terms of that certain Second Amended and Restated Investors’ Rights Agreement dated December 29, 2000, by and among EHIS and the investors listed on the Schedule of Investors attached thereto;

WHEREAS, pursuant to the terms of the Agreement and Plan of Merger dated as of May 17, 2005, by and among EHIS, the Company and eHealth Merger Corp., a wholly-owned subsidiary of the Company (“Merger Sub”), Merger Sub will be merged with and into EHIS and EHIS will become a wholly-owned subsidiary of the Company (the “ Merger ”);

WHEREAS, pursuant to the Merger, each share of EHIS Common Stock, EHIS Class A Nonvoting Common Stock, EHIS Series A Stock, EHIS Series B Stock and EHIS Series C Stock will be converted into one share of Company Common Stock (the “Common Stock”), Company Class A Nonvoting Common Stock (the “Class A Common Stock”), Company Series A Preferred Stock (the “Series A Stock”), Company Series B Preferred Stock (the “Series B Stock”) and Company Series C Preferred Stock (the “Series C Stock”), respectively, and EHIS will assign and the Company will assume all the rights and obligations of EHIS under the Prior Agreement;

WHEREAS, pursuant to the terms of the Prior Agreement, (i) EHIS and the holders of two-thirds of then outstanding Registrable Securities (as such term is defined in the Prior Agreement) may amend the Prior Agreement and (ii) EHIS may assign its rights and obligations under the Prior Agreement with the consent of no less than a majority of the holders in interest of shares of EHIS Series C Stock (the “Assignment”);

WHEREAS, in connection with the Merger, the Company, EHIS and a majority of the holders in interest of shares of EHIS Series C Stock desire to effect the Assignment, and EHIS, the Company and the Investors desire to enter into this Agreement and to amend the Prior Agreement to reflect such Assignment; and

WHEREAS, EHIS, the Company and the undersigned Investors hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issued or issuable to such persons, and certain other matters as set forth herein;

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Registration Rights . The Company covenants and agrees as follows:

1.1 Definitions . For purposes of this Section 1:

(a) The term “Act” means the Securities Act of 1933, as amended.

(b) The term “Form S-3” means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(c) The term “Holder” means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.12 hereof.

(d) The term “Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act.

(e) The term “1934 Act” means the Securities Exchange Act of 1934, as amended.

(f) The term “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.

(g) The term “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Series A Stock, Series B Stock or Series C Stock and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which his rights under this Section 1 are not assigned.

(h) The number of shares of “Registrable Securities” outstanding shall be determined by the number of shares of Common Stock outstanding that are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities that are, Registrable Securities.

(i) The term “SEC” shall mean the Securities and Exchange Commission.

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(j) The term “Series C Shares” means (i) the Common Stock issuable or issued upon conversion of the Series C Stock and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i) above, excluding in all cases, however, any Series C Shares sold by a person in a transaction in which his rights under this Section 1 are not assigned.

1.2 Request for Registration .

(a) Subject to the conditions of this Section 1.2, if at any time after the earlier of (i) April 16, 2004 or (ii) 180 days after the effective date of the Initial Offering, the Company shall receive a written request from the Holders of thirty-five percent (35%) or more of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $7,500,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c) The Company shall not be required to effect a registration pursuant to this Section 1.2:

(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or

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(ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or

(iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred twenty (120) days following the effective date of, a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or

(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or

(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period.

1.3 Company Registration .

(a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered.

(b) Right to Terminate Registration . The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof.

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(c) Underwriting Requirements . In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders), but in no event shall (i) the number of shares of Registrable Securities to be included in such underwriting (excluding shares held by the Founder, as such term is defined in that certain Third Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company and the signatories thereto) be reduced unless the shares held by such Founder, or any other stockholder other than a Holder, are first entirely excluded from such underwriting, (ii) the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included, or (iii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

1.4 Form S-3 Registration . In case the Company shall receive from the Holders of at least five hundred thousand (500,000) shares (as adjusted for any stock splits, stock dividends, recapitalizations or the like) of the Registrable Securities a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

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(b) use all reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this section 1.4:

(i) if Form S-3 is not available for such offering by the Holders;

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,000;

(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period;

(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; or

(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.

(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.

1.5 Shelf Registration .

(a) In case the Company shall conduct an Initial Offering within six (6) months of the date of this Agreement, the Company shall use its commercially

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reasonable efforts to cause to be declared effective, no later than one hundred eighty (180) days after the closing date of the Initial Offering, a registration statement with the SEC (the “Shelf Registration”) pursuant to Rule 415 of the Securities Act for an offering of the shares of Common Stock issued upon conversion of the Series C Shares (the “Shelf Registration Shares”) and, at the Company’s sole discretion, permitting sales in the ordinary course brokerage or dealer transactions not involving any underwritten public offering; provided, however, that if a “lock up” or “black out” period is imposed on the Company pursuant to or in connection with any underwriting or purchase agreement, then the Company shall not be required to file such Shelf Registration until the end of such “lock up” or “black out” period; provided, further, that if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company that it would be seriously detrimental to the Company and its stockholders for such Shelf Registration to be effected at such time, the Company shall have the right to defer the filing of the Shelf Registration statement for a period of not more than thirty (30) days. The Company may only defer this right only once in every six (6) month period.

(b) In furtherance of the foregoing, the Company shall (i) notify the holders of the Shelf Registration Shares when a Shelf Registration is being prepared, (ii) prepare and file with the SEC a registration statement with respect to such Shelf Registration Shares and (iii) notwithstanding any other provision in this Agreement, keep such registration statement effective, subject to the provisions of subsection 1.6(a) hereof, until the earlier of (i) all Shelf Registration Shares held by any such holder are sold, and (ii) all Shelf Registration Shares held by any such holder are salable in any three (3)-month period pursuant to Rule 144 under the Act. Within ten (10) days after receipt by any holder of Shelf Registration Shares of such notice from the Company, such holder may request in writing that such holder’s Shelf Registration Shares be included in such Shelf Registration and the Company shall include in the Shelf Registration the Shelf Registration Shares of any such holder requested to be so included (the “Included Shares”). Each such request by such other holders of Shelf Registration Shares shall specify the number of Included Shares proposed to be sold and the intended method of disposition thereof.

(c) The Company will notify the holders of Shelf Registration Shares promptly of (i) the issuance of any stop order suspending the effectiveness of the Shelf Registration or the institution or threatening of any proceeding for such purpose or (ii) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shelf Registration Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Immediately upon receipt of any such notice, the holders of Shelf Registration Shares shall cease to offer and sell any Shelf Registration Shares pursuant to the Shelf Registration in the jurisdiction to which such stop order or suspension relates.

(d) The Company will notify the holders of Shelf Registration Shares promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of the Company, should be set forth in the prospectus used in connection with the shelf Registration (the “Prospectus”). Immediately upon receipt of such notice, the holders of Shelf Registration Shares shall cease to offer or sell any Shelf Registration Shares pursuant to such Prospectus, cease to deliver or use such Prospectus and, if so requested by the Company, return to the Company, at its expense, all copies (other than permanent file copies) of such Prospectus.

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The Company will, as soon as the information becomes available in a form such that it may be included in an amendment or supplement to the Prospectus, use its reasonable efforts to amend or supplement such Prospectus in order to set forth or reflect such event or state of facts; it being understood that in the event the Company determines in good faith that the disclosure of such information would be seriously detrimental to the Company or its shareholders, the Company shall be permitted to delay the filing of such an amendment or supplement to the Prospectus. The Company will furnish copies of such amendment or supplement to the Prospectus to the holders of Shelf Registration Shares.

(e) Each holder of Shelf Registration Shares agrees, if and for so long as such holder is affiliated with a member of the Company’s Board of Directors, to comply with the Company’s policy concerning the purchase and sale of securities of the Company.

1.6 Obligations of the Company . Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the Registr