I live in Virginia. My LLC search vehicle is incorporated in Delaware. The acquisition target is in Massachusetts. Which state governs the letter of intent and transaction documents?

My guess is that the docs should be "governed by and construed in accordance with internal laws of the state of Massachusetts, without giving effect to any choice or conflict of law provision or rule (whether of the state of Massachusetts or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the state of Massachusetts."

But then why did I incorporate in Delaware?